My Little Cupid and Zei the Movie: The Equestrian Apocalypse
by 3CentsBragade
Summary: Today was a normal day. The day of Princess Celestia's birthday, in fact. However, everything in Equestria changed that day when a colt that goes by the name of "Sugar Link" came to Ponyville. And now, after three months, all of the land is in complete misery. Now it is up to a new Rebellion, forged by Phoenix Burst, to stop this new threat, and save their homeland from a old foe.


**_My Little Cupid and Zei the Movie: The Equestrian Apocalypse._**

* * *

><p>"Hello this is the 3CentsBragade, formerly known as "BattleBoys2". I remember it so you don't have to. I'll tell you all why I changed my name after the movie is over, but for now... Welcome to the My Little Cupid and Zei movie you've all been waiting for. The day is finally here, everypony. I just want to set some ground rules here before we begin. Number one; After this chapter, I have to stop working on this story for a little while so I can work on my other stories and make these three or four new stories. Number two; I'll be working on the other chapters to either One: make them longer or Two: edit some of the sentence's that need correcting. Don't worry. I will not stop working on this story because this is my most longest and most enjoyable story I've ever done, and even after this movie; the main storyline is not over yet. There is still some things that have to be done before the sequel, which I will spoil for now, "My Little Cupid and Zei 2: The Return of David and Tim". So yeah, let's go get the heroes of the movie out here now and begin the Short and then the movie!" Battle announced before opening a door, letting The Mane Six, The "Mane" Protagonist: David Hiro Taisuki (Phoenix Burst), Timothy Ashwell (Sharp Iron), and Diana (StarShine) in.<p>

"Howdy, Sugarcube. Y'all ready to begin this movie or what?" Applejack asked eagerly.

"Sure are, Applejack. Like I said before; please have tissues with you because you WILL need it later in the movie." Battle answered, then explained while taking out some tissues for himself.

"I don't get it. do we really need them that bad?" Pinkie Pie asked before noticing to sad look on Battle's face. "Battle?"

"Battle, your not thinking about THAT part right now, are you? Save it for later." Diana sternly told Battle as she walked up to him, and put her hands on his head.

"I know... I just... Can't though... I'm sorry, David." Battle replied as he put his hands on his face, secretly letting out a few tears.

"... Battle, what's wrong?" Fluttershy asked.

"... Your going to find out in this chapter, Fluttershy... And none of you will like it.

(Everypony just remained quiet after Battle's answer and Tim stared at the TV in front of him, looking at the reader, which is you with a empty glare. He didn't know why he was sad, he just was.)

"Is this movie goin' to be that sad?" Applejack asked.

"... Well, it's going to be a pretty bad movie, and not bad as in "I hate this so much", but as in "O... M... G... Can I have a tissue, please?"... Or something else along the lines. It's a mix of sad, epic, and heartbreaking." Diana answered for Battle.

"... Can we just get on with this Short and Movie now?" Rainbow Dash asked suddenly and impatiently, getting a few angry glares at her. "... Sorry."

"Yes. We can. Tim, you do the disclaiming for this movie." Battle answered after picking up the remote and flipped it into the air and caught it.

"Oh, perfect! Everypony, have a seat, because the Short and Movie... Is about to begin." Tim told everypony. "Oh yes. Disclaimers will not be here like in other chapters. Instead, it will be in the end credits of this movie, so you American's watch read this movie to the end, or you will not be credited in this movie. Oh yeah. And if you want to; Find a friend, and play a children's card game while reading this to them. It will save the animals in America from certain doom."

"... Yeah... So you all know what happens here. Like MasterMax888, Tim, Take it away!" David said, turning off the lights in the room, except for the overhead lights.

"You got it! And before we start; Watch out for the LittleKariboh, and maybe TeamFourStar reference's. And now, Let's get on with the Short! In America!" Tim announced before playing the Short special.

"Like me, Napa... Too late?" Ghost Napa asked out of nowhere, scaring Fluttershy and Rarity.

"Yep." Battle answered bluntly.

"... Dang. Wait! Quickly, David!"

"Huh?"

"To the Internet!"

"Wait, What!?" David cried as he was taken away by Napa.

(Everypony sweat dropped, while Tim held the mic up to his face again.)

"... Anyway. Again; Let's get on with the Short!"

* * *

><p>(Note: None of the characters of the short will speak at all. Play Cutie Mark Crusaders go Crusading here.)<p>

Today is a normal day here in Ponyville, Equestria for all of the Equestrians that lived on it. With the sun shining, birds singing and Ponies walking around the small, peaceful town of Ponyville, our little filly that goes by the name of StarShine is going to visit a few friends that go by the names of Apple Bloom, Sweetie Belle and Scootaloo. Otherwise known as "The Cutie Mark Crusaders". Today she decided to join the Crusaders in their group because she was also getting inpatient for her Cutie Mark. Our little filly had finally got to the Club House that held the trio inside and knocked on the door three times. She was greeted instantly by Sweetie Belle and pulled inside. For about 20 minutes, the filly girls were just talking about how they were going to get their Cutie Marks, also trying different stunts they could try and ponies they could maybe help to get them.

Suddenly, another filly, a Yellow Pegasus to be exact, came in and she looked really sad. So sad that she was crying her little eyes out. Apple Bloom ran up to her and asked the crying filly what was the matter. Bullies? Hurt herself? Lost something? The filly quickly answered with a "Yes!" upon hearing the lost part. StarShine asked the filly what happened and waited patiently for the explanation. The little filly explained to them that she accidentally threw her ball into the Everfree Forest and she was to afraid to go in and get it. Scootaloo laughed at the filly and instantly stopped when she got angry glares at her from Star and the filly in distress. StarShine declared that it was their mission to help the filly with a raised hoof, but the others tried to convince her otherwise. Using the Cutie Mark obtain trick on the trio, they finally accepted, but on one condition. They let somepony know that they were going in the Everfree Forest. The little filly jumped for joy, happy that the four were gonna get her ball back. Apple Bloom went to go fetch some snacks they might need, Sweetie Belle went to write the letter to whoever she was going to send it to, Scootaloo packed up the equipment and StarShine went to find a map of the Everfree Forest with the filly following. Once everything was complete, the four Crusaders began their journey into the Dark, spooky Forest that awaited them.

On the way to the Forest, the fillies pasted by Phoenix Burst, Rarity, Blitz Minder, Twilight Sparkle, and Spike the Dragon, running away from a giant cake that Pinkie Pie made accidentally. The fillies continued walking as they watched the older ponies run away from the monstrous treat. Upon reaching the entrance of the Everfree Forest, the fillies looked around their surroundings, hoping there wasn't anypony watching them and also hoping that there wasn't going to be any monsters or Cybrans coming after them. StarShine assured her friends that everything was going to be okay and went inside first with the Yellow Pegasus filly following next to her. Apple Bloom, Sweetie Belle and Scootaloo consciously took their first steps into the Dark forest and sighed when nothing happened to them.

The fillies searched around near the entrance of the forest for the ball, but had no luck so far. Obviously it was a bouncy ball, so it couldn't have bounced near the entrance, meaning... They had to go deeper. All fillies shivered at the thought of traveling deeper into the Everfree Forest, but they had a job to do. StarShine stood up first and bravely took a few steps forward while her friends watched her, still shivering and thinking of turning back. StarShine signaled the other fillies to follow her and continued towards the Darkness that greeted them. Scootaloo stopped everypony and pulled out some flashlights for her friends before they continued onward. The team searched high and low for the ball, looking in trees, small holes in the ground and even in a restroom in the middle of the forest. On a crooked looking tree laid a note with bad hoofwriting on it. Sweetie Belle slowly took the note off the tree and read it. It said "Help me" on it, scaring her a little. Scootaloo found another note hanging on a bush and it read "He will not stop", also in bad writing. Apple Bloom found another and called her friends over to her. Apple Bloom handed the note to StarShine and she read the note for her friends. This one said "Turn back!". All of a sudden, a loud static sound appeared out of nowhere and a stallion with no face and a black suit was in front of them, only about ten feet away from them. The fillies screamed in fright and took off in a hurry. They past by more trees and more bush's as they ran, but still hadn't found the exit. The horrid stallion thing continued chasing the fillies through the forest while secretly... Laughing? The little fillies found even more notes as they ran for their lives and decided to stop under a log to read the notes and catch their breath after all their running. Right now they had seven notes in their possession and the pony that was chasing them get closer every time they got another one. Maybe they should put the notes back to where they found them? They couldn't do that if they didn't know where they found them to begin with. After everypony calmed down and steadied their breathing, they left the log. Stupid thing to do, yes, but they had nowhere else to go. StarShine found one more note on a bush and carefully picked it up. Upon picking up the note, all five fillies were transported outside of the Everfree Forest.

The Yellow filly's ball was sitting near a well close by and she went to pick it up happily. The Crusaders were confused as to what in Equestria just happened to them, but sighed in relief that it was over. The Yellow filly came back to the Crusaders and thanked them for their help which the Crusaders happily accepted. The Crusaders checked their flanks for their Cutie Marks, but saw nothing there sadly. The four Crusaders let out a sigh of disappointment and dripped their heads. The Yellow filly assured the four by telling them that they will always have another day to find their Cutie Marks and they should never give up. The Cutie Mark Crusaders agreed with her and they shared a laugh for a few minutes before the pony from the forest appeared behind them. The fillies coward in fear of the pony with no face and surprisingly, the pony sat down and placed both of it's fore hooves on it's neck. It slowly took the... White burglar mask off of itself and under it was Sharp Iron?! Sharp Iron told them that they did a good job finding his notes and laughed sheepishly at the end while the fillies gave him an angry glare, especially Star. StarShine shook her head in dismay and went back to Ponyville with the Crusaders and the Yellow Pegasus joining her. Iron laughed again and chased after them, trying to get them to not tell the Mane Seven about any of this.

* * *

><p>"Alright! Now that the short is over, it's time to start the movie!" Battle announced excitedly before changing the setting of the movie in the special features, then went to the main menu. "Let's start the movie together, everypony!"<p>

"You got it, Battle!" Diana replied.

"LET'S GET ON WITH THE MOVIE!" Everypony in the studio and the readers shouted together as Battle played the movie.

"In America!... Or Equestria, but anyway... Let's get on with the Movie!" Tim added.

(4... 3... 2... Play)

* * *

><p>(Introduction)<p>

... In a world unlike our own, there lies a planet. This planet house's many different lands across the world. Here on a certain land is the home to many creatures that live in Harmony, Serenity, and Peace. It does not have humans like you and others on your planet, which is Earth, of course. But another kind of life forms called Ponies, or for them, Equestrians. These ponies own the land they call home; Equestria. Equestria is also home to many other creatures and animals all over.

Back to during the times when Equestria was first formed; Ponies lives happily in their new land they found. It had only been a few days since Equestria had been formed, and everypony was learning to get along after a long time of fighting. Their happiness was cut short by another race, trying to take their land in a war. None of the Equestrians knew where they came from, or why they wanted to take their new home from them. Everypony fought with everything they could, but it was a losing battle for them. Then a pony that wasn't from Equestria came and fought the evil army with his or her Rebellion, and won. The evil race, and their land had disappeared without a trace. In the end; the hero fell shortly after the war was over, but his/her legacy would forever be remembered. The hero's actions were written in books, talked about by the entire land, and even celebrations in his/her honor. Some time later; everypony had decided that for the legend to never repeat itself in Equestria's future, they had to destroy any evidence of it ever happening.

Everypony collected as many things as possible, and had them burned. Only one pony kept a single book hidden away, deep underground, never to be found.

Now in present day, Equestria. In a small town, there are ponies that live and act like humans, but different too. The ponies work, play, share and even speak. In this town, that goes by the name of "Ponyville", everypony in this town and even ponies from another town close by called "Canterlot" are having a birthday party for one of the co-rulers of Equestria; Princess Celestia, the Princess of the Day. She is a tall, White fur coated, Violet eyes, Light Ruby, Light Emerald and Light Sapphire mane and matching tailed, Alicorn Princess that is sweet, strong, caring and dependable. She also has a younger sister named "Princess Luna", the Princess of the Night and the other co-ruler of Equestria. She is a fairly shorter Princess with Dark Blue, nearly Black furred coat, Dark Blue Mane and also matching tailed Alicorn Princess who is also nice, but more of the anti-social type. She nearly casted the eternal night upon everypony in Equestria as somepony named "Nightmare Moon", but due to the Mane 7 foiling her plans, and freeing Luna from her evil, they saved Equestria. Together with 11 other ponies, and a small, Purple Dragon, the Princess of the Day is having a time she hasn't had in a long time.

Near the entrance to Ponyville, there lays a Black fur and winged coated, Light Blue eyes, White mane that covers half of his face, Gray tailed, Pegasus with a scar across his or hers face, entering the peaceful town with a Staff in his or hers saddle bag. Smirking, the Pegasus entered the town and spotted the Princess from the corner of his or hers left eye. What could this strange pony's reasons for coming here be? Could it be to join in the fun with everypony, or something far worse then anypony could ever imagine?

* * *

><p>(Opening song: My Little Pony and Cupid and Zei opening; "For You and I" (Also David's Theme) in a mix.)<p>

(Female singers)

_My Little Pony, My Little Pony, Ah Aah Aah Aah..._

(Male singers)

_For You and I... I'll be there... On the Double... To stop all the Trouble...  
><em>

(Female singers again)

_My Little Pony... My Little Pony..._

(Twilight Sparkle)

_I used to wonder what Friendship could be_

(Back up singers)

_My Little Pony_

(Twilight Sparkle)

_Until you shared all its magic with me...!_

(Male singers)

_For You and I..._

(Phoenix Burst)

_I'll be there for you, Stopping all the Trouble For You and I... I will never stand down on my feet, and say "I quit!"... I'll Never Shy Away from Danger, And hide in the Depths of Unhappiness...! I'll fight on Hard! I'll fight on Strong! I'll fight until the War is done...!  
><em>

(Male singers)

_We'll always be Together Forever, And Ever and Ever!_

(Phoenix Burst)

_So we can have another chance at another day... I'll do everything I can to Stopping all the Baddies that gets in our way, and making things right for time to pass... Whenever I'm knocked down, I'll get right back up and try again...! (Yeah, I'm on my way to you now...!)  
><em>

(Female singers)

_My Little Pony_

(Twilight Sparkle and Phoenix Burst)

_And bring back all the Promises we made to Each Other... So we can say the Truths we needed to say again, And getting rid of all our Lie's... Never letting the times when I said "No" come back to me... And also never having to say "Good bye" to you again... I'll have you back in my Arms (Hooves) once more... To say "I missed you since day one"...! __Your Smile keeps my Sanity under control! Your Warmth blows away my Troubles!__ I never wanted you to walk away from me... Our Separation was like the end for Me and my Happiness... Until you Returned and told me that you'll Never Let Me Go again...! It's just Me and You again...!  
><em>

(Female singers)

_My Little Pony_

(Rainbow Dash)

_Big Adventure_

(Pinkie Pie)

_Tons of Fun!_

(Rarity)

_ A Beautiful Heart_

(Applejack)

_Faithful and Strong!_

(Fluttershy)

_Sharing Kindness_

(Phoenix Burst)

_And having Courage_

(Twilight Sparkle)

_It's an easy feat!_

(All of The Mane Seven)

_And Magic makes it all complete!_

(Female singers)

_Yeah My Little Pony..._

(Male singers)

_When the Trouble starts Brewing, You know Who to Call... And when I hear my name being called, I'll be there on the Double! (I'm on my way now!)  
><em>

(Phoenix Burst)

_To stop all the Trouble! And make things right For You and I...!  
><em>

(Female and Male singers)

_And make things right For You and I...!_

(Drum solo for two minutes, then add the guitar for another minute.)

(Twilight Sparkle)

_Do You Know You're All My very Best..._

(Phoenix Burst)

_For You and I... I'll be there for you...  
><em>

(Twilight Sparkle)

_All My very Best..._

(Phoenix Burst)

_Together Forever... And Ever and Ever...  
><em>

(Cupid and Zei)

_And Ever and Ever!_

(Twilight Sparkle and Phoenix Burst)

_All My very Best..._

(All singers)

_FRIENDS...!_

(Phoenix Burst and Twilight Sparkle)

_For You and I!_

* * *

><p>(In Ponyville)<p>

In Ponyville, everypony is playing party games, having cake and communicating with others happily. Sharp Iron, a conceited, snobby, teenaged (18 in human years), Gray fur coated, Dark Blue eyes, Black mane and matching tailed Earth Stallion, is the manager of the party games for everypony along with his Dragon friend; Spike. Both males helped other ponies with problems and arguments that would get out of hoof, made fun of ponies who did something weird or funny things, and played pranks on random ponies, just for the fun of it. Right now with him and his Red Unicorn "Friend" named Phoenix Burst, also a teenaged (16 in human years), Red fur coated, Dark Teal eyes, Brown and Orange multiple colored mane and tailed Unicorn male that is a little bit shorter then his Gray "Friend", but more mature and smarter in much higher levels. These two with their 15 other friends are just talking about random things and making bad jokes and puns while walking around town, not knowing where they are even going to.

"No Sharp Iron. It's like this; OWAAAAA!" Blitz Minder, a Dark Grey fur coated with splotches of Red and Blue on his back, Green and Blue multi colored Mane and Tail, Lavender eyed Unicorn, told Iron before making a funny sound with a funny face.

The group of friends laughed at Blitz's statement, and Sharp Iron patted his back softly with a chuckle.

"Oh no no no no no. It's like this; OOOOWAAAAAA! Nyeh, too!" Iron replied, making an even funnier face then Blitz. "Heh. Come on. I'm a sassy, bonafide, little mofo."

"Oh, so that's how it's done. nice one." Blitz said, smirking at Iron.

Sharp Iron stopped walking with his friends as he began to think about what Blitz just did. Everypony else knew what he did, and held an on coming burst of laughter. Iron groaned in annoyance at his friends and muttered something before joining them again.

(Sharp Iron owned count: 1)

A few minutes of walking later, the group of friends began to wonder where they were even going. They stopped at a fortune telling tent own by Zecora, a Zebra that lives in the Everfree Forest, and the only Zebra known in Ponyville, or at least the only one so far.

"Zecora has a fortune telling tent?" FireBlaze, a Red and Orange multi furred, Golden Mane and Tailed, Golden eyed Dragon/ Pegasus Hybrid with a Blue and Orange Vest, and Bronze Boots, questioned to himself aloud.

"She can tell fortunes?" Bass Rush, another Red Earth Pony with Brown Dreadlocks for a Mane style, a long and slick Tail to match, and Orange eyes, also questioned to himself.

"Well, I'd like ta go in and pay her a visit." Applejack, an Bright Amber furred, Blonde Mane and Tailed, Emerald eyed Earth Mare that wears a western hat, said while walking up to the entrance of the tent.

A grin grew on Sharp Iron's features as he devised something in his head while rubbing his hooves together mischievously.

"Hey Phoenix. Why don't you go in with her? And maybe play a Foal's Card Game while you two are at it?" Iron asked his old time friend. "I mean, I'm just _Saiyan. _Hahahaha!"

"Wha? Why me?" Phoenix asked next, not knowing what Iron was up to this time. "And stop laughing at us!"

"Because... It could be fun! Besides, didn't you two do something like this when you had that date a while ago?" Iron stated mischievously.

"WHA! You two are dating!?" Pinkie Pie, a Pink furred, also Pink Mane and Tailed, Aqua eyed Earth Mare with a bright, cheerful personality that could make a the Universe feel unbalanced, screamed happily, not as surprised as everypony else, but more excited and gleeful. "That's _soooo_ exciting! What did you two do? Where did you go for your date? Come on, I really want to know!"

"DATING!? WE NEVER HAD A DATE! NOT ONCE!" Applejack and Phoenix cried in unison at Iron and Pinkie.

"You guys dated before?" Cupid and Zei, Phoenix Burst's two partners, asked next.

"NO!"

"You two were dating before?!" Apple Bloom, Applejack's younger sister, and Mayple & Syrup, Sharp Iron's partners, also asked.

"NO! WE NEVER DATED BEFORE!" Phoenix and Applejack answered together again.

"Well if that wasn't a date, then what was it?" Iron asked, still grinning at the duo.

"We were just gettin' ta know each other better at the time, that's all." Applejack answered, turning away from Iron. "Now if y'all will excuse mah, ah'm goin' in this tent here, with or without y'all."

"Hm... So you don't like Phoenix or anything? Because you do show signs of feelings for him at time to time. It's okay if you don't." Iron said before Fire smacked him across his head. "OW! Sorry."

"Iron!"

"What?!"

"Too soon!"

(Sharp Iron owned count: 2)

"(Groans) I'll go in with you, Applejack. Just so he can leave us alone about something that's never happened before." Phoenix implied as he walked pasted A.J.

"Nah, that's okay. I can do this mahself, Phoenix." Applejack replied as she walked past him and closed the curtains behind her.

"Well hurry up in there, A.J. I want to see the WonderBolts in person. They're about to preform any minute now!" Rainbow Dash, a Cocky, Tomboyish Pegasus with Cyan fur, Rainbow Mane and Tail, and Light Ruby eyes, said impatiently while tapping the ground.

"Don't you mean... Oh, never mind..." FireBlaze stopped himself, not knowing what to call it.

"Heh, and while she's doing that, me and Spike are going back to managing the party games, and everything. Come on, Spike. We have some Foal's Card Game to attend to at the moment." Iron told the small, Purple Dragon as he began to head back to town square.

"Oh, right. Bye everypony! See you all later!" Spike told the others as he followed Iron towards the square, then stopped. "Oh wait! Phoenix, I wanted to give you something I made."

Spike handed over a necklace with Spike's Green Dragon Fire inside a glass tube. Phoenix Burst took it slowly into his hooves and stare at it with awe. It's gorgeousness completely put Phoenix into a trance for a moment, then Phoenix shook his head quickly to wake himself up, while Terria flew closer to it, drooling at it's beauty.

"... S-Spike... This is..." Phoenix started to say, but didn't know how to finish.

"That's so cute..." Terria, a talking Blue Parasprite, said, staring in awe at the bottle.

"I never really repaid you for that apple you gave me awhile back, and for all the times you've helped me when I needed it, so I made something for you. This is also a late birthday present that I meant to give to you awhile ago, too, but I kinda forgot it." Spike explained, sheepishly rubbing the back of his head.

"... Spike... It's great! I promise to never take it off, unless you want me to." Phoenix replied, connecting the necklace with his mother's pendent. "So I don't have to wear so many necklace's at once. Thank you so much."

"No need for thanks. That's what friends are for. Now I have to go. See ya." Spike left with that being said.

Everypony waved to the guys, and waited for Applejack to return.

"... I still can't believe Sharp Iron beat me to asking Princess Celestia about the party managing. Everypony knows that I'm the Party Pony, not him." Pinkie complained, pouting at the ground.

"Well, remember, Pinkie Pie; Celestia's going to choose you next time for sure. She loves the way you handle parties, and she wanted you to do the next big one. I mean, seriously. After the way Sharp Iron was begging for her to let him manage everything; I bet she was forced to give the job to him." Phoenix replied.

"And how do you know that?"

"Because she told me and Twilight. Right, Twilight Sparkle...?"

"I remember, Phoenix Burst. Now tell us about you and Applejack's date." Twilight Sparkle, a Studios Purple Unicorn Mare with Purple eyes, and Violet and Pink Mane and Tail, answered, then shot Phoenix a glare.

"It wasn't a date!"

Everypony questioned Phoenix about the whole "Dating" thing during this time, and Phoenix Burst gave them honest answers. About ten minutes later, Applejack came out of the tent with a normal expression on her face. She was completely normal.

"So how did it go, Applejack? Did she do anything to you?" Twilight asked her close friend.

"No. She was mighty fine. She just told me that ah would win a ton of prizes in a Foal's Card Game." Applejack answered normally.

"You mean like "Yu-Gi-Mare"? That's exactly what I was going to play with Luigifoal." Iron asked, suddenly appearing next to Phoenix.

"What the!? How did you get there so fast?"

"... Who are you, again?"

"... Riiight. Well, anywho. Y'all might want to give it a go, if y'all like to." Applejack said.

"Okay then. I'll give it a go." Phoenix replied, walking past Applejack once again and opened the curtain in front of him.

"Wait, do you want us to come in, too, master?" Zei, one of Phoenix Burst's partners, asked.

"No. I'll handle this on my own. Keep everypony company while I'm in here." Phoenix answered, waving a hoof to everypony before going inside the tent.

"Oh, come in and close the curtain." Zecora, a Zebra, instructed Phoenix as the room began to glow in a bright Yellow light.

Phoenix nodded and closed the curtain behind him before taking a seat on the floor across from Zecora. Terria tried to enter before the curtains were closed, but she got there too late, and bounced off the curtain like a plastic ball.

"Hello, Phoenix Burst. How are you? It is always good to see you." Zecora asked.

"I'm fine, Zecora." Phoenix answered. "So what are you doing here?"

Zecora pondered around with some stuff in her drawers for a moment before answering Phoenix's question.

"Now what do you wish to know? For what you see is what you may or may not know." Zecora said.

"Hm... How about my future then? What could happen to me and my friends, if you can predict it." Phoenix replied, hoping for something good to happen.

Zecora nodded to his reply and began to focus on her crystal ball intently. Three seconds pasted before the ball started glowing in different colors, illuminating the room around them. Zecora spoke in a very strange language that confused Phoenix while the crystal ball began to hover in midair slowly. Zecora's speaking grew louder each passing second and a whurring sound coming from the ball appeared, frightening Phoenix a bit. Zecora's eyes widened suddenly and everything around them went back to normal and both pony and zebra were sitting on the floor again. Phoenix had to catch his breath after all that craziness before opening his mouth to speak, but Zecora beat him to it.

"In your future... Something very bad is going to happen to you, and everypony in Equestria. Mostly you. An evil threat is going to come to Equestria, and do very cataclysmic things to the entire land. I do not see who or what this threat is, but I can see that this Tyrant isn't somepony to take lightly. I heard from old ponies around town who knew about it, and read in a book, that in a old prophecy, an ancient evil that came from a far off land, unlike yours which I don't know the name of because it wasn't in the book. This city was much more advanced then the Equestrians by at least a few decades farther into generations time. The king, from what I read in the book, was named "Armageddon", and he tried to rid the land of Equestria with an unknown, terrible power that put many in peril, and nearly succeeded in destroying everything, too, until a pony that was also from far off, came and vanquished the evil with his persistence, bravery, and an even greater power unlike the evil it fought. However, this hero did not fight alone. With the combined powers of a rebellion the pony forged, they were able to overcome the evil together, and save Equestria from a great war. The hero fell after defeating the great evil, and was buried atop a hill near the outskirts, while the ancient evil mysteriously vanished from Equestria, leaving no clues behind. The entire army that fought the Equestrians in the war also vanished. The prophecy also told me that this evil shall rise again, but I am not sure when." Zecora explained to the Scarlet Unicorn, staring intently at her crystal ball.

"Well, who is this hero you speak of? Like, do you know his or hers name?" Phoenix asked, leaning his head forward.

"I do not know how he or she succeeded. I just know of he or she's noble deeds." Zecora answered, shaking her head in dismay.

"Really? Then is there any way to prevent this evil from rising again, when it happens?" Phoenix asked with much concern.

If she meant Cybrans, an evil spirit race, would come to Equestria and try to destroy everything, then that's one thing Phoenix Burst could handle easily. If not, then he would need to know a way to stop this Tyrant from causing a huge disaster, and ending all of Equestria.

Zecora shook her head in disagreement again unfortunately.

"I am afraid not, my Unicorn friend." Zecora said.

"No joking around, right?" Phoenix asked next, knowing the answer to this already but needed to ask.

"I dare not jest, for it isn't best." Zecora answered, pointing a hoof towards the curtains behind Phoenix. "Since you know now, you should go out."

Phoenix nodded in agreement and thanked her for her time, getting the same from Zecora before leaving the tent. Pinkie Pie and Cupid jumped on Phoenix as he came out and blasted him with questions while Zei, Mayple and Syrup groaned in annoyance.

"So Phoenix, how did it go? Did she tell you something good? Is something good going to happen? Is the sky going to rain candy on us? I would totally love it if it rained candy! (Gasp for air) Or could it be-" Pinkie Pie was silenced by Phoenix's hoof being pressed onto her mouth to keep her quiet.

"Pinkie, Pinkie, settle down. Why would the sky rain candy on us? There are no-" Phoenix was also silenced by candy being rained on him and Pinkie. "(Looks at the readers) Rain clouds..."

Pinkie Pie pulled herself off of Phoenix and grabbed a plastic bag out of nowhere to catch the falling candy. Blitz Minder, Syrup, Cupid, Terria and Bass Rush did the same and caught some candy with Pinkie as they all laughed childishly, while the others sweat dropped to this. Before anypony else could say anything, Sharp Iron, on the speakers, called everypony in town to the town square for the final event games to begin. With that, everypony in town rushed over to that location.

There were course racing, hide and seek and Hoof Ball for everypony to play, but the Hoof ball game was only for the competition ponies, meaning ponies that entered the competition are the only ones able to participate. Princess Celestia decided to take part as a chance to waste some energy, while her sister went to play hide and seek. Celestia had to beg her sister, Princess Luna, to join the partying all afternoon the day before. Luna finally gave in to her sister's demands last night, but wanted one thing in return.

To disguise herself in something suitable so she didn't scare anypony away. Celestia happily agreed to Luna's wish, and prepared for her day in the morning. She made herself a Black hoodie, a short skirt, and pearl slippers.

Right now Luna was pretty much having a decent time making new friends in Ponyville, thanks to Phoenix Burst and his friends, but there were times when she had trouble. Phoenix Burst or her sister would usually have to get her out of those troubles when needed to. Luna was actually more focused on something different anyway.

Right now, Celestia was telling a story to some fillies and colts while their parents watched happily. She had just finished her story when Luna won her hide and seek game with some of the other ponies, causing Celestia to chuckle quietly to herself at Luna's questioning look. Celestia got up and walked over to the chocolate cake that was for her and took a big piece of it, scarfing it down hungrily. She sighed happily to herself after she finished and before she could get up to walk over to her sister, the Black colt from earlier cleared his throat loudly to get her attention. Celestia looked down at the deviously grinning colt before her and smiled.

"Why hello there. I haven't seen you around these parts before. Do you need something?" Celestia asked.

"... As a matter a fact, I do." The colt answered before looking up at her with his Cold, Stone Gray eyes. "I would like to challenge you to a hoof ball match. A bet if you want to call it that."

"A bet? Hm... What could you possibly be offering?" Celestia asked.

"... If you win... I'll do anything you ask me to do for today only, but if I win..." The colt smirked deviously as he began to think of what he would want if he won, then it hit his head instantly like it was already there to begin with. "... You give me your crown."

This surprised Celestia a bit, but it could just be to play pretend with it for a minute, if he won, so it couldn't be that bad.

"Well... Okay then, but only if you win." Celestia reminded him before going over to the hoof ball field.

"_Step one... Complete._" A demonic voice said from somewhere near the colt, which didn't surprise him in the least.

"Yes. That was easier then I thought. If everypony in Equestria is this stupid, then our plan may not be so hard to complete." The colt replied before joining Celestia at the field.

After all of the party games were over, which took about two hours to finish; the hoof ball challenge was ready to begin. Everypony in town gathered around to see Celestia play in this against other ponies from Ponyville, even Rainbow Dash, Phoenix Burst and Blitz Minder entered. Zei and FireBlaze was going to join in, too, when something got their attention at the last minute.

"Alrighty, everypony. It's finally time for the hoof ball competition to begin! I know how excited you all are for us to start this, so I'll make this as short as I can make it. The rules are simple. There are no rules, so play however you like!" Sharp Iron announced before the crowd cheered for the contestants.

"(Gasp) OH HAYBAILS!" Zei and Fire cried in unison.

"_Wow, that's it? These ponies really are stupid if that's all they've got. Remember what you have to do and don't let them catch on to you too early._" The demonic voice spoke again as the colt and the others went onto the field.

Only getting a nod from the colt, he walked up to Celestia and stared at her, not caring if she didn't know that he was there. Celestia finally looked down at him and flinched in surprise.

"Oh! You scared me, little one." She told him.

"... I'm sure I did. All I wanted to say was... Good luck... "Former" Princess of Equestria." The colt replied before turning away from the princess to walk away.

"{_Wait, did he just call me "Former Princess"?_} Wait. I didn't catch your name." Celestia said, which made the colt stop.

The colt turned his head around in a 360 degree, and grinned deviously at the Princess again.

"My name... "Sugar Link" is my name. Don't forget it please." "Sugar Link" clarified with a blank expression before heading back to where he was heading before.

"... That is one strange pony."

"Now everypony, before we begin this competition, let's give our birthday Princess a "Happy Birthday" cheer!" Spike announced.

Everypony, except Sugar Link, chanted "Happy birthday, Princess Celestia", and waved their hooves to her. Celestia was used to it, but she couldn't help but blush a little by the crowd.

"Happy birthday, Princess Celestia. O.K., now back to the main event. Everypony that signed up, including the birthday mare, step onto the field!" Sharp Iron instructed the contestants.

The contestants walked onto the field, and chatted with each other until it was time for the games to begin.

"Let's give this our all, you two! And good luck out there." Phoenix told Rainbow Dash and Blitz as they gathered on the field, full of confidence in himself and his friends.

"Luck? Your looking at the fastest flyer in all of Equestria. With my speed, nopony can stop me from scoring any points. This will be a piece of cake!" Rainbow Dash replied cockily, showing off some pose's to the Unicorn's.

"Don't get ahead of yourself, Rainbow Dash. Speed is not the only skill you'll need to win these match's." Blitz Minder implied. "And Phoenix Burst, good luck to you, too."

Phoenix nodded in return and they went their separate ways. The WonderBolts flew across the sky, giving a short air show for the audience before the games begin. Rainbow Dash and FireBlaze were mesmerized by their performance, having their jaws dropped, and their eyes wide with happiness.

To win a game; one of two players has to score five points to win the game, and there were no rules.

Everypony cheered for the contestants as the games began, starting with Blitz Minder vs Time Turner. Blitz won his game with his five points while Time Turner had two, so then it was Phoenix Burst and Rainbow Dash next.

Fluttershy, Twilight Sparkle, StarShine, Pinkie and Rarity cheered as loud as they could for their two friends, facing off against each other. Both Pegasus and Unicorn were having a great time, trying to beat the other in this match. It felt like racing, but only to score points with a ball. Phoenix won with five points while Rainbow had four, giving quite a good, intense match for each other. Rainbow Dash did get a little angry about her loss, but she was a good sport and shook Phoenix's hoof.

It was Celestia vs Bon Bon next, and gosh did Celestia give a good show in this match. She won with five points while Bon Bon only had one surprisingly. Luna cheered for her victorious sister, while Celestia waved her left hoof at the crowd before the next contestants came onto the field.

Sugar Link and Lyra Heartstrings were the next contestants to enter the field and Link had his saddle bag hanging back a little so it wouldn't fall off during the match instead of his side.

"Heh. Look at this weakling. I could turn her into spite if I wanted to, but let's not blow our cover... Yet." Sugar Link told himself as he and Lyra got face to face.

"Who's that Pegasus? I haven't seen he or she around town before." Twilight asked, pointing to Link.

"I don't know, but he or she is getting a welcoming party after this because that pony looks new here from my point of view! Oh! I can't wait to meet her! I hope it's a she! I wonder what that pony's favorite flavor of cake he or she would like. Oh, and also party games, and music, too!" Pinkie answered in her usual cheerfulness.

"I'd like to meet this pony, too. He or she looks kinda nice." Fluttershy, a Pale Yellow furred, Pink Mane and Tailed, Teal eyed, timid female Pegasus, added.

"_Hm... There is something very... Off with that Pegasus._" Luna sub-consciously said, giving a stern look at Sugar Link.

Just then, the whistle blew and the game began. During this match, every time Lyra would have the ball in her hooves, Link would somehow get the ball without anypony noticing, and within no time at all. Something about this pony didn't seem right, and Phoenix Burst, Zecora and Princess Celestia wondered the same thing about him. Everypony else was also confused by this, too, but they just thought it was Lyra being clumsy and letting the ball get away easily. This match ended quickly with Lyra having no points at all while Link had all five, making him the winner.

"... Well that was an easy win for Sugar Link. I... Don't know how he did it, but... He wins this match." Sharp Iron stated, obviously speechless.

"That was so confusing. How was that pony able to get the ball without us seeing him move? There's no scientific way of putting it without knowing how it was done." Twilight said, pondering on the thought of it. "_Maybe it was some sort of magic, like Teleportation... But that pony is a Pegasus, so that shouldn't even be possible! There's something very suspicious and unsettling going on here..._"

"Well, like Sharp Iron said; "There are no rules", so however that pony did it was not against the rules." Rarity, another Unicorn Mare with a Purple, curly Mane and Tail, and White fur, replied. "But still, it makes you wonder..."

Sugar Link glanced to the pondering ponies on his left side, and hid a devious smirk. He was glad that they were wondering about him, because by the time they might find out, his plan would have already been completed. Link and Celestia crossed paths again as he went back to the other contestants to wait for his next turn and he peeked at her suspicious look while acting casual. He stopped midway and turned to her.

"Hello, "Former" Princess. I'm just one hoof closer to winning the bet. I hope to face you in a "fair match" during the finals." Link said, looking at Celestia's legs then her face.

"{_Fair match? What does that mean?_} I hope so, too. Good luck to you." She replied, but then it hit her. "Why do you keep calling me "Former Princess"? I have not lost to you yet, and you are not keeping my crown."

"... Let's think of it as a game. I remember that I'm only able to wear your crown for a minute, but it is just... Fun to say "Former Princess". Think of it as a nickname." Link explained before taking his leave.

Neither of them looked back at each other as he left and a Red Sparkle flashed on Link's right eye, while he chuckled to himself. Phoenix Burst heard the chuckle, but thought nothing of it as it was Ditzy Do vs Mayor Mare's turn. Between them, it was a pretty close match with Ditzy having five points while Mayor had four.

Next up was Score vs Black Lightning, Blitz Minder's little brother. For these two, it was also a pretty intense since Score nearly won, but thanks to familiar mare luck coming to Lightning's side, he got the upper hoof and won the match.

"YES! I won! I am the greatest!" Lightning gloated about himself as he ran back to his brother.

The crowd cheered for him as he ran back and Iron silenced them a minute later. It was time for the last two contestants of the first round to go on next, which are Trixie and Carrot Top.

"The Great and Powerful Trixie shall win faster then you can say... "Cricket" three times fast." Trixie gloated as she appeared on the field in a cloud of smoke.

Carrot Top muttered "Cricket" three times fast and giggled to herself while Trixie stared at her intently, then with disturbance. the ball was thrown into the air and Carrot Top caught it before Trixie. Carrot Top was really putting up a fight for Trixie in this match, but sadly, it ended when she had three points because she got careless and let the ball out of her sight at the last second. Trixie won the match and the crowd went wild, calling out her name like she was a war hero or something.

"Alright! Time to get on to the next round! Nyeh! First off is Ditzy Do vs Blitz Minder. Then we have Phoenix Burst vs... Princess Celestia. And last but not least, Princess Celestia. I'm joking. Black Lightning vs Sugar Link. Trixie will have to wait until round three to be in a match again since I can't decided how to order each contestant around to make it fair. Nyeh. Anyway, let's stop being so uninsimtamating and get on with the game!" Sharp Iron announced, failing at making a joke at one point.

"Argh! Stop joking around, Iron." Spike said while face palming himself. "Let the games begin, I guess (Pulls out a bag of diamonds and starts eating them). And could you stop saying "Nyeh"? It's annoying."

"Nyeh?"

"Yeah, that. Stop saying it."

"... Nyeh?"

"Argh...!"

"(In sing-song voice) Ha! Annoying...!"

Ditzy and Blitz walked onto the field and stared each other down with determined looks. The ball was thrown into the air by the referee and Blitz caught it to begin the match. Everypony cheered for both ponies as they each scored more and more points every two minutes, but in the end, Blitz came out victorious. Blitz ran back to Phoenix and high hoofed him with a cheeky grin.

"YES...! Totally won that with a... A... I don't know, but it was so epic!" Blitz exclaimed cheerfully, dancing around Phoenix as he celebrated his victory.

"Ha ha. Well it's not over yet. Once I beat Celestia, I'll be taking you on, and I'm not easy to beat, Blitz." Phoenix replied cockily, getting Blitz to calm down.

"... Oh we shall see about that, Phoenix Burst. If we do face off; I'll beat the lucky charms off of you in seconds, because I'm the best at Hoof Ball. Okay, not the best, but really good at it." Blitz spat in Phoenix's face.

"Oh... Is that a challenge?" Phoenix asked.

"Sure is. In Equestria." Blitz answered before sticking out a hoof to seal the deal.

Phoenix willingly accepted the deal and shook Blitz's hoof. Phoenix then had to get on the field where Celestia was waiting, and she looked confident. Thankfully Phoenix was also very confident in himself, but was he going to need it while going against Celestia? He wasn't going to make things easy just because it was her birthday though.

"Hello, Princess Celestia. You sure look confident in yourself. Ready to have a fun match? Because I sure am." Phoenix said, putting his front legs behind his head with a wide grin.

"Of course I am ready. You better give me everything you've got, because I am going all out." Celestia replied, secretly smiling at his carefree attitude.

"Anything you want, but it's not like I wasn't going to anyway. Let's make this match one to remember, Celestia."

"Agreed."

The referee threw the ball into the air and Celestia jumped up and caught it so the match could begin. Phoenix was actually amazed by the way she jumped, but quickly rushed to Celestia, laughing with her as they ran from side to side. Twilight Sparkle, and the filly cheered louder then before as they sat next to each other somehow, since they never really moved from their original seats, and cheered for the two contestants. It was Twilight for Phoenix/ Celestia (More Phoenix then Celestia) and the Night Blue Filly for Celestia/ Phoenix (More Celestia then Phoenix).

"Hm... This filly must really like Celestia." Twilight thought to herself, looking at the filly.

The end of this match resulted in Celestia winning with Phoenix having four points. Like Phoenix had told Blitz Minder, he wasn't an easy opponent to beat, and he nearly won, too, if it hadn't been for him tripping on a rock at the last minute. Everypony cheered for their victorious Princess as she waved back, smiling in a way she hasn't had in a long time until now.

Deep down, Phoenix was a little disappointed in himself for losing, but he did what any good sport would have done, and accepted the loss willingly.

"Good game, Princess. You actually surprised me with that last score there." Phoenix told her, then shrugged. " (Sigh) I guess lady luck wasn't by my side today. Oh well.

"Why thank you kindly, Phoenix Burst. You were not so bad yourself. (Sigh) I haven't had a work out like this in a long time, so that was kinda tough." Celestia replied while catching her breath. "I haven't had fun like this in a long time, Phoenix Burst. You really gave me a challenge there."

"But you were doing really good, even better then me. I may be used to stuff like this, but you've proved to be better then I am with your skill. Whoever you might be facing last, I'll be cheering you on along with everypony else." Phoenix said before joining his friends. "And Princess Celestia? I'm glad your having fun, because that's what partying is all about. It is your big day, after all. Your do your very best out there."

Celestia smiled to Phoenix and went back to her seat in the waiting area while Sugar Link crept out and Black Lightning galloped out. Link and Celestia glanced at each other again as they past by, but didn't say a thing to either.

"_Hmf. The sooner this is dealt with, the better. Crush this fool with everything you've got, and make it fast. I don't take things slowly..._" The demonic voice from before spoke again as Sugar and Lightning got on the field.

"You don't have to tell me twice, wanker." Sugar replied.

The referee walked between the two ponies and held the ball in front of them, counting down to zero from ten. Black Lightning smirked at Sugar Link while Link just gave a bored, uninterested glare in return. Once the ref got to zero, she threw the ball into the air and galloped off the field for the contestants. Lightning didn't even move when Link suddenly got the ball out of nowhere and reached the goal without nopony noticing.

"What in Equestria!?" Blitz cried, covering his mouth with a hoof so he wouldn't disturb anypony.

"That shouldn't be possible! How did that Pegasus do that?! And without us witnessing it?!" Twilight asked in shock of whatever was happening.

"Maybe he's cheating." Bass suggested.

"Ah-ah. Remember; "No rules". Nopony said he or she couldn't do whatever it is he or she is doing." Rarity pointed out, but also felt confused about all of this.

"_Heh, they really are pathetic. I could crush a can of beans and still look like Mickey Mouse crossing the highway with no suitcase._" Sugar Link said in his mind as he scored yet another point, giving him four points. "Argh! I need to finish this up quickly."

Sugar Link was face to face with Black Lightning, charging towards him like an angry mob of ponies, running through a nascar track, just to find Skeletor on the ground, singing "Don't Mine at Night" with a bomb attached to his staff, ready to explode.

Don't tell me you didn't think that was funny, because I know it was.

Link kept his focus on Lightning as he rushed towards him and closed his eyes before freezing time all around him again. Link quickly made his way past Lightning by tackling him to the ground with great force, hurting him with his wings before time unfroze. Lighting was on the ground, suffering from his sudden new found injuries, while Link scored the final goal, declaring him the winner.

"LIGHTNING!" Blitz shouted as he made his way to his brother.

Upon reaching his brother, he saw the multiple cuts and bruise's on his body. Everypony gasped at the injured colt and Phoenix, Twilight, Fire, Rainbow and Applejack made their way to them. Celestia, accompanied by Luna, also joined the party.

"Lightning, how did this happen to you? Your an Equestrian, so you shouldn't lose." Blitz asked, tears streaming down his cheeks.

Black Lightning was already out cold from the sudden blow he felt only moments ago. Phoenix got him on his back and struggled to stay up, due to the heavy weight. Applejack and Fire helped Lightning onto Phoenix back, grunting in the process.

"Hey, Blitz Minder. We'll take care of him. You just worry about winning against your next opponent..." Phoenix said, getting a small nod from Blitz. "... I really don't trust him at all. Whatever is going on is bugging me, and I'm going to find out why this happened to you Brother."

"Thanks, Phoenix. I don't trust this colt, either. I'm going to make sure he pays for whatever he did!" Blitz replied with clinch teeth, then looked to his unconscious Brother. "Lightning, I promise you that I will figure out who or what did this to you, and make them pay, in the name of Equestria!"

"Uh... Due to this unfortunate event; instead of canceling the tournament like logical ponies, and Dragon; we will continue this competition like nothing ever happened! We only have Princess Celestia, Blitz Minder, Trixie-"

"The Great and Powerful Trixie you mean!"

"Yeah. Her, and Sugar Link _{Strange name for a male if he or she is one}_. Here we have Celestia vs Trixie while Blitz is going up against Link. Sounds good? Yes? No? Well who gives a barrel about how it makes you feel, it just matters that we finish this competition so we can continue Celestia's birthday!" Sharp Iron announced, having a little interruption from Trixie. "Oh, and Happy Birthday, Princess Celestia!"

"Iron, somepony just got injured. We can't just-" Spike pointed out before Iron put a hoof on his mouth.

"... (Turns his head to Spike) I know that, but I just don't care right now, Spike. I want to get this over with, so I can play a Foal's Card Game with Luigifoal Gaming like I promised." Iron replied, fixing his seat. "(In Eddie Murphy's voice) Now let's get this show on the road!"

"Iron!" Spike cried after pushing Iron's hoof away.

"What is it now?"

"Too soon."

"... Aw..."

(Sharp Iron owned count: 3)

"... Okay, that was a bit weird." Cupid quietly said while Syrup was sitting on him, kicking him to make him be quiet.

"Seats aren't supposed to speak." She stated.

"Aw..."

Blitz and Link walked slowly back to their seats with Blitz still being pretty angry, and Link was calm like nothing happened at all. Celestia and Phoenix were keeping an eye on him, but they could do that all they wanted because he was in the right place, at the right time. His first step of his plan... Is almost complete.

"Hm... There is something about that colt..." Celestia said, staring back at Sugar Link.

"It's a male? I wonder what his connections with these strange events are..." Luna replied before heading back to the audience. "Good luck, Sister. And remember; this is only for fun. You told me that before the competition begun, so stick to it like you said you would."

"I will not forget, Sister. I just hope nopony else get's hurt." Celestia replied, worried about her subject's, and her sister's safety.

Luna wanted the same thing, too, but she didn't say it aloud as she continued to her seat. Trixie appeared out of a cloud of smoke like before and posed to the audience, getting many praise's from them. Celestia didn't know Trixie, but before she could ask her anything, Trixie shoved a hoof at her.

"Trixie is ready to win this competition with everything she's got. Not even Princess's can stop Trixie." She said in third pony.

Celestia just gave a blank stare at Trixie and a lifted an eye brow before the referee brought the hoof ball to them. The ref counted from ten to zero like last time and threw the ball into the air, starting the game. Celestia caught the ball again and ran towards the goal at full speed, outrunning Trixie. Trixie teleported in front of Celestia and took the ball, earning a surprised gasp, then a good chasing. From where Phoenix and the others were sitting, he could spot Sugar Link better then the others, since he was the only pony he was looking at currently. Fluttershy followed Phoenix's gaze and also saw Link in the waiting area with Blitz.

"Oh... Is that Sugar Link?" Fluttershy whispered in question, not really getting Phoenix's attention. "Um... Phoenix?"

Flutters tapped Phoenix's left leg and waited for him to respond. He turned to her and blinked before saying anything.

"Yes, Fluttershy?"

"... Is that Sugar Link down there?" She whispered in question again.

"_{... I know she's just being herself, but she doesn't have to be afraid to say something. We're her friends, so she should be able to tell us anything.}_ Yeah, that's him down there." Phoenix answered, showing her exactly where Link was. "He's just... Really bugging me about something. Something... That just isn't right about him."

"Why is that?" She asked a little louder.

"... I'm not sure, but something must have happened to Black Lightning that involved him. I just need to figure out what, though." Phoenix explained as he turned back to Link again, seeing that he was staring back at him. "Ah!"

"AH!" Fluttershy cried in surprised by Phoenix's flinching and backed away from him.

Link watched as Phoenix tried to calm down Fluttershy by hugging her, but failed due to FireBlaze poking her back, resulting in her crying in fear and jumping on Phoenix's head like Scooby Doo, while Bass smacked Fire across the head. A tray of muffins suddenly fell on Phoenix's head, knocking him out while the source of the muffin's apologized while flying upside down.

"Oops, my bad..." A Gray Pegasus Mare that we all know and love, "Ditzy Doo", or "Derpy Hooves", apologized to Phoenix Burst.

"... It's okay." Bass and Terria replied for Burst.

"... Wow. What a bunch of idiots they are." Link commented quietly.

"_Exactly. Which is why they are perfect "Sacrifice's" for... You know. Deal with this fool so we can get the Princess's crown, and move onto phase two of our plan._" The demonic voice explained in reply to Link's comment.

The match was finally over with Celestia being the victor yet again with Trixie having just two points. Trixie took it pretty bad, but knew that she did well, and that there were ponies chanting her name, too. The crowd went wild with cheering while Blitz and Link made their way onto the field. Neither of them would talk to each other as they entered the field and waited for the referee to bring the ball to them. Everypony watched the two do just about nothing until the ball was put into play, and to everyponies surprise, in only three seconds, Sugar Link had already made a score before Blitz could even move.

"What the?! How in the name of Equestrian's did he do that!?" Blitz cried, shocked and angered by this. "_That's it! It has to be some sort of magic or something he's using that isn't from Equestria! But just what could it be?_"

Sugar Link waved a hoof mockingly at Blitz and passed the ball to him. Blitz caught the ball and ran towards the other side of the field with Link following close behind, or so he thought before the ball was suddenly out of his hooves, and already where Sugar Link's goal was. Link waved at the surprised stallion for a second before throwing the ball into the hoop, giving him two points.

"Yer goin' to have to do better then that if you want to beat me, ya dumb Unicorn." Link said before giving the ball back to an angry Blitz Minder.

"_ARGH...! He's messing with me now, I just know it! I have to figure out what he's doing before I lose to him!_" Blitz angrily thought as he took the ball and ran to the other side again.

Link just stood still, waiting for Blitz to get to the other side of the field while grinning at him. Once Blitz got to the basket, he jumped into the air and prepared to slam the ball into the basket. Well, he was until everything froze and Sugar Link was the only one able to move. Link casually walked over to Blitz and snatched the ball from him, then walked back to the other basket and unfroze time. Blitz slammed his hooves onto the basket, but he didn't have the ball, so he didn't get any points. Link held in a burst of laughter as Blitz realized he didn't have the ball again, and whistled to him, getting everyponies attention.

"Over here, Stud-for-hooves. I get the ball. Come and get it from me." Link teased before throwing the ball into the basket, getting yet another point. "Oh lookie. Three points. You better step up your game if you want to win."

"He kinda is." Iron muttered to himself, getting a glare from Spike. "... Just speaking my mind, kiddo."

Link passed the ball back to Blitz again and waited for him to pick up the ball, but Blitz just stood there, staring at Link. Link also stood still, not even moving an inch, which is what confused Phoenix and Celestia while it angered Blitz.

"_Why is he just standing there like that? Is he not going to take the- No, wait. That's a stupid question to ask because he keeps getting the ball from me, anyway, so he must be standing there for a reason. Finding out what is my top objective._" Blitz thought to himself while slowly taking the ball into his hooves, and watching Link for any sudden movements, which he didn't do at all. "Hey! Why are you just standing there like that?"

"I'm just waiting for you to take the ball so we can continue this match and move on from this." Link answered instantly.

"I know that there's more to it then that, kid! How is it that you keep getting the ball without any of us noticing?" Blitz asked.

"... I don't know. I just do."

"Don't give me that excuse! TELL ME HOW YOU HURT MY BROTHER!" Blitz angrily shouted, only getting a shrug from Link. "DON'T PLAY GAMES WITH ME, YOU MORON! TELL ME!"

"Pipe down, Sir. I can hear you just fine without your shouting and so can the audience. Look, I don't know what happened to your brother, but rest assured, he'll be fine wherever he is now. I'm guessing he's not dead, so there's nothing to get mad about." Link explained to Blitz, holding the urge to grin. "Just take the ball and run."

"Well why don't you just, I don't know, TELL ME WHAT THE BUCK YOU DID TO HIM!" Blitz screamed at the top of his lungs, tired of these lies Link is telling him.

"Oh no..." Terria whispered to herself, flying into Rarity's mane for cover.

"With full honesty, I didn't do anything, I swear. Now calm down and get on with the game." Link replied.

"Look, can we get on with the game so we can move onto the final match, Blitz? Nopony needs to listen to your shouting, so move or be disqualified." Iron butted in into the speakers.

"Sharp Iron, do you not care about what's going on? Black Lightning got hurt and-"

"Phoenix Burst, have you ever heard the phrase "I don't care" before? Sit back down." Sharp Iron interrupted.

Phoenix took one last glance at Blitz, who was looking pretty upset before sitting down in his seat with Aquario and Terria, rubbing against his cheeks. Luna growled quietly and transported herself to where Iron and Spike were. She stepped closer and closer to Iron while they weren't looking and put her horn on his back, scaring him into turning around. Before he could react, Luna put up a hoof, and chuckled a bit to herself. Sharp Iron put his hooves up and smiled sheepishly, just to get a hoof in his right eye.

"Nyeh...?"

(BING!)

"OH...! That's gotta hurt." Spike muttered to himself as Luna went back to her seat next to Pinkie Pie.

"I think I'm seeing stars..." Iron added to himself while covering his eye.

(Sharp Iron owned count: 4)

Back to Blitz and Link, Blitz finally picked up the ball and only took small steps towards the basket in front of him. Blitz was just about five inch's away from the basket when Link smirked again and froze time. Link hopped over to the frozen Blitz Minder and took the ball again, then went back to basket he was at before unfreezing everything. Blitz tried to throw the ball into the basket when... The ball was suddenly with Sugar Link again.

"This shouldn't be happening at all, but it is. I need to figure out how this is happening, right now." Twilight said, pulling out a book and read through it while everypony continued to watch the game.

Link threw the ball into the basket and chuckled as he got his forth point while Blitz still had nada. By now, Phoenix, Celestia, Twilight and everypony else was onto Sugar Link, but he still didn't really care much. Aquario whimpered in Phoenix's neck while Phoenix rubbed his back and kept his attention on Link. He had to admit that this was bugging him, but since whatever Link was doing wasn't against any rules, he couldn't do anything to help except try to figure out what was going on. Blitz took the ball once more and let out a tear before heading over to the basket behind him again.

"Black Lightning... I don't think I'll be able to avenge you today, but next time..." Blitz quietly spoke as he got closer to the basket.

"_Hm... Poor stallion... Too bad we have to get rid of him. Finish the job, now!_" The demonic voice told Link, not giving much care for Blitz.

Link looked over at his scepter and nodded to it. Looking over at Blitz again, Link's eyes turned into a Navy Magneta color, and everything froze again. Instead of just walking over to Blitz Minder and the ball, Link dashed like a bullet to the ball and bashed Blitz into the air with his wings, then took the ball again and unfroze time. Blitz flew into the air suddenly and landed on the ground face first.

"(Gasp) BLITZ MINDER!" Phoenix cried as he gave Aquario to his mother, and rushed down to his injured friend.

All of the Mane Seven, FireBlaze, Bass Rush, StarShine, both Princess's, Cupid and Zei, Mayple and Syrup, and Terria went to Blitz's aid and a medical crew came to take Blitz away, but not without Phoenix questioning him first. While nopony was paying attention, Link flew up to the hoop and dropped the ball into the it, scoring his last point and winning the match.

"Blitz, Do you know what happened to you? At all?" Phoenix asked.

"... No... But I think it has something to do with Sugar Link... There's something about him... That just isn't... right..." Blitz answered, slowly falling unconscious before being taken away.

Everypony turned to Sugar Link and gave angry glares at him while he just pulled out a tooth pick and picked at his teeth. Link then noticed the ponies staring at him and gave a friendly wave to them.

"Gr... He's hiding something from us, and I intend on finding out what it is... for Blitz Minder. I promise you, Blitz..." Phoenix said, keeping his eyes on Link.

"And we are too. Blitz is our friend and whatever happened to him, happened to his brother too. We might all want to figure out the same thing, so we'll find out the answer together." Twilight explained.

"(Sigh) Your right..."

"Of course I am."

"Well whatever it is, we better figure it out before Celestia gets hurt from it, too." Fire pointed out while fixing his saddle. "Geez, this thing is uncomfortable. I still can't take it off because of my... Thing. And master says that if I do; I'll have to collect wood for an entire month. In the Everfree Forest, and you guys know I don't want to go in there."

"Uh, hey everypony, could you get off the field so the final match can start? Since it's Celestia and Link's turn, they have to stay on the field. Everypony else, back to your seats! Nyeh!" Iron sternly instructed.

"Sharp Iron, do you just not have any feelings about any of this at all? Our friends got hurt and your acting like nothing happened!" Rainbow Dash replied angrily, preparing her wings to take flight towards where Iron and Spike were.

"Yeah, and what about you, Spike? Don't you care about any of this at all?" Bass added.

"Well, I wish there was something I could do about it, but there isn't, and whatever is happening, isn't against any rules. If we made rules now, it wouldn't really be fair for any of the other contestants, now would it? I care about this situation fully, but I can't do anything about it." Spike replied.

"... Alright. You win this round, but we'll be keeping an eye on you." Phoenix told Sugar Link before joining everypony else except Princess Celestia back to their seats.

"I wish you good luck, sister. Keep a close eye on him." Luna said.

"That I am aware of, already." Celestia replied before walking towards the middle of the field where Link was waiting. "Sugar Link, may I have a word with you?"

"... Sure thing, "Former" Princess. What can I help you with?" Link asked.

"If you don't know how your getting the ball from your opponents, then how is everypony getting injured when you have four points? And why do you keep getting the ball without us knowing it?" Celestia asked.

"Why does everypony keep asking me this? If you think I'm injuring them, then your all wrong. I wouldn't just hurt anypony just to win. That would be cheating, even though there are no rules. Even I don't know how they are getting hurt, and I'm just a colt. Those injuries could only have been put there by a stallion, or a mare." Link explained pretty rudely as he spoke.

"So then how is it that whenever somepony gets hurt, you have the ball when clearly your on the other side of the field? It's not a coincidence that this is occurring, so either you are lying to us or something else is here with us, helping you win." Celestia replied with a stern glare.

Link was in no way intimidated by her glare, but liked it and just grinned at her.

"Well if there is another being with us, then we would have noticed it by now, right? I guess you'll have to figure it out, one hoof at a time." Link said as the referee came with the ball again.

Instead of looking at the ball in front of them, Celestia and Link stared at each other as the referee counted down to zero from ten and once she reached zero, she threw the ball into the air.

Now wasn't the time to activate the time freeze skill yet, so Link let Celestia take the ball first. Celestia ran to the left side of the field with the ball in her possession, but her eyes remained on Sugar Link the whole time. Link just walked fast towards Celestia while she just stopped midway, getting him to stop at the same time like he was playing around with her.

"What in Equestria could he be doing?" Celestia asked herself while staring at Link who was staring back. "Hey. Stop staring at me and come take the ball from me."

Link didn't reply, but suddenly disappeared before her very eyes, surprising her and everypony else. She also didn't have the ball anymore, which made it all the more weirder. Nopony else could see this, but Phoenix could, and he gasped in shock when everything went from a no colored Equestria to normal while Sugar Link was running around with the ball with him.

"_What the?! How in the world did he do that?! Well, however he did it, I caught him on the act! Now I just need to figure out HOW he's doing this, because obviously he's freezing time and space around him, but with what?_" Phoenix thought to himself as he smiled at what he saw, not noticing the filly staring at him.

"... Phoenix, why are you smiling? There is nothing to smile about." She informed him.

"Well, actually, there might be. I don't know how he's doing it, but Sugar Link is freezing the fabric of time and space around him, so he can take the ball without anypony noticing. I caught him using it twice." Phoenix explained with his smile still on him.

"Your kidding!? You mean you caught him on the act?!" Rarity exclaimed.

"... I did kinda just say that, Rare."

"So he must be cheatin', then." Applejack said, looking back at Sugar Link.

"No, because remember; there are no rules. He isn't cheating." Fluttershy clarified.

"But he's a Pegasus. Pegasi can't just use magic unless they-"

"Here we go..." Fire muttered, covering his ears as Twilight began her explaining about magic.

Meanwhile, Spike and Iron continued watching the game before them while Mayple and Syrup played a Foal's Card Game. Spike was worried about the Princess while Iron seemed to just enjoy the match as it went on. Mayple was even more worried then Spike, but didn't show it at all, since she don't show much emotion anyway. Syrup on the other hoof showed much concern about all of this and wanted to do something about it as much as everypony else, but didn't know where to even start. Back with Celestia and Link, Celestia was up to three points and Link had four. Things were getting really intense here with Celestia having the ball with her and Link chasing her like a bull, rampaging for a mail pony.

"Come on, Sugar Link. Try to keep up!" Celestia cried as she jumped to the basket and slammed the ball into it, then passed the ball to Link. "Here you go, Sugar Link."

"... Thank you, Princess..." Link replied, taking the ball and ran to the right side of the field.

Celestia did not chase him this time as he ran, but teleported in front of him instead while he wasn't looking. Link was aware of this surprisingly and changed his eye to it's Navy Magneta color again before time froze again, which Phoenix saw was coming from his staff like energy, building up into a field of Enigma if you want to think of it like that. Sugar Link skipped to Celestia's right side and grinned deviously at her idol form before unfreezing time again and waited for Celestia to notice him. Everypony but Princess Celestia could see where Sugar Link was standing, and Link just let out a cackle before landing on Celestia's back.

"Hello, "Former" Princess. I guess I win this bet now." Link said, speaking into her ear.

"(Gasp) How...? I thought I had you..." Celestia replied, shaken by her defeat.

Sugar Link kicked the ball into the basket and got his fifth and final point, making him the winner of the competition, and the bet. Nopony made a sound as Sugar Link cheered to himself for his victory and jumped off of Celestia. In a way, this was Phoenix's fault because he could have stopped it, but he didn't want to make a scene and it wouldn't have mattered much with nopony else being about to see it. He may have had evidence, but if it wasn't believable, then it wouldn't matter.

"... Well it looks like our winner is Sugar Link! Let's give him a round of applause for his victory!" Sharp Iron announced, just as excited as Link.

"That's right!" Link added while hopping around Celestia who was smiling, even though she lost. "Now, Princess. You remember our little... Deal, don't you?"

"That's right..." Celestia replied, slowly taking off her crown.

Her taking off the crown surprised everypony tremendously, and Luna, the Mane Six, without Phoenix Burst, and the Royal Guards went to her quickly.

"Princess Celestia, what is this all about?" Luna asked.

"... I made a bet with Sugar Link that if I won this match against him; he would do whatever I wanted for today since it's my birthday. If I lost, however; I let him wear my crown for a few minutes." Celestia explained to everypony. "A deal is a deal. You may only wear my crown for a few minutes, and that's it."

"A few minutes is all I'll need."

Celestia lifted the crown off her head and handed it to Sugar Link. Link's expression of pure sadistic enjoyment frightened everypony a bit, but before Link could touch the crown...

"WAIT!"

Everypony turned their attention to the only one who could have said that in surprise, Phoenix Burst. Sugar Link groaned in annoyance as Phoenix walked towards him. The royal guards (Only about 10) pointed their weapons at Phoenix because of his sudden outburst.

"Whoa. Don't worry, it's just me." Phoenix told them, waving his hooves defensively.

The guards lowered their weapons and stepped back for Phoenix.

"It was you, wasn't it. You've been freezing time just so you could win. That's just low, you know that!? And you also hurt my friends by doing that!" Phoenix exclaimed, pointing an accusing hoof at Link.

"... What's your point? Nopony said I couldn't, and even if it was me, what would be the point?" Link asked.

"Well, it's because of you that my friends are injured, you jerk! I'm not going to let you get away with that! I may not have saw how you hurt them, but I finally figured out that it was you using some kind of magic during your match with Princess Celestia. I bet you were also going to harm her with it, too!" Phoenix explained angrily.

Link just turned around swiftly and huffed, increasing Phoenix's anger tenfold. Steam came out of his ears, whistling like a train horn, ad his face got redder then his coat.

"Now how could I, a little colt like me, be able to hurt somepony who's twice my size? I couldn't put a graze on her if I tried, so clearly I couldn't have hurt your friend and his Brother." Link pointed out, looking towards he's staff with a grin. "And besides, I'm a Pegasus. I can't use magic, and this stupid old thing can't use magic as much as the next pony."

"_WHY YOU LITTLE...!_" The demonic voice yelled at Link, which only caused him to grin at the staff again.

"Shush. Just play along." Link replied quietly and calmly.

"_... Oh, I see..._"

"Yeah but... Argh... How about this. You and me, one on one hoof ball match, right here and now!" Phoenix requested with a raised hoof, pointing at Sugar Link again.

This caught Sugar link's interests surely. Twilight Sparkle, Rainbow Dash, FireBlaze, and StarShine facehoofed themselves while Bass Rush, Spike and Sharp Iron dropped their jaws cartoonishly.

"Hm... Interesting... Interesting in deed." Link muttered smugly, rubbing his chin like he was coming up with an idea. "... Let's make it a bet."

"Oh? Well okay then, but what is it that you wish to bet?" Phoenix asked, keeping his eyes locked on Link's.

"If you win... I heal your wounded friends, forget about wearing the crown, and leave town quietly, like I was never even here. If I win, however..." Link trailed off with a devious smile, unable to contain himself from smiling.

"Yes, what is it?" Luna asked, getting closer to Celestia.

"... If I win... I get the crown for my few minutes and... You, Red Unicorn, must do one thing that I order you to do." Link said, sticking out a hoof to seal the deal. "Deal?"

"{_Hm... It's just one thing, and I'm going to win anyway. This is for Blitz Minder...!}_ ... You got yourself a deal, Sugar Link." Phoenix answered, shaking Link's hoof with his own.

"(Gasp) Phoenix, are you crazy!? Do you not know what you might be risking here!?" Star exclaimed in shock.

"Of course I do, but I can't let Sugar Link get away with what he did to our friends. I know this may be risking a bit, but I'll do anything to help my friends. I promised Blitz I would... So please stick with me on this, please." Phoenix replied as Link walked away from them.

"But... Arg, you do this all the time, Phoenix! Sometimes... You can really be such a pigheaded, stubborn, arrogant idiot!" Twilight cried out at Phoenix before calming down, frightening Phoenix. "But... That's why I trust you. Show Sugar Link what your made of. If not, then you'll be doing a lot more training at night than you may expect. A whole lot more."

"WHAT!?" Everypony else except Fluttershy, Princess Celestia, Princess Luna and Aquario shouted, falling backwards while Aquario giggled at them.

"I wish you the best of luck, too, Phoenix." Fluttershy said in her normal, quiet voice before Aquario got on her back. "Oh! I think Aquario is wishing you luck, too."

"Big Brother win!" Aquario said, earning a light pat on the head from Phoenix.

"That's right, Aquario. Big Brother is going to win, no matter what." Phoenix replied.

Both Brothers laughed as Aquario flew onto Phoenix's head, and made spit bubbles. Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, Twilight Sparkle, Bass Rush and Terria joined in their moment, and Pinkie took Aquario into her hooves, nibbling on his cheeks as he laughed harder. Sugar Link let out a tear as he watched the group of friends play with each other the way they were.

A memory of himself, without the stuff with him, and four foals, playing with each other in front of him, played in his mind. More tears rolled down his cheeks as it continued to play, but quickly wiped it off and turned away from the group of friends, and memory with a grunt.

"Are we going to get this over with or what?" Link asked impatiently.

Upon hearing Link's voice from all of his friend's laughing, Phoenix turned his attention to him and became serious. Celestia cleared her throat to get the other ponies to stop what they were doing and get off the field.

"I'm read_y, _just hold on." Phoenix said, walking closer to Sugar Link. "Wish me luck, everypony. I'll be as quick as I can be."

"Alright." Celestia replied as she and everypony else went to go find seats.

"_You know what to do, "Trigore". Annihilate that Unicorn._" The demonic voice commanded Link, using a different name for some reason.

A green void appeared under Sugar Link and a clawed hand grabbed Link's face, forcing some sort of magic in his brain. Link's eyes became blank White, empty if you want to call it that, and the hand went back into the void before Link became normal again, but seemingly more darker then before.

"Yes... Annihilate the Unicorn..." Link said in a demonic voice, staring Phoenix down like he was a target.

The referee brought the ball to them and waited for both male ponies to prepare. Phoenix and Link lend down in unison and cried out "Let's roll!" together, getting the ref to throw the ball into the air.

Both ponies jumped into the air and smacked the ball with their hooves, but neither of them got the ball. Phoenix landed on the ground first and went for the ball, until Link froze time again. Unfortunately for Link; Phoenix could still move around, even with time frozen, and he still got the ball first. Phoenix Burst rushed for the basket, faster then Rainbow Dash could fly while Sugar Link stood still, too surprised that his opponent was moving.

"Come on, Link! Put those gears into motion and get the ball from me!" Phoenix cried out.

Link grunted in frustration and teleported in front of Phoenix. Phoenix saw this coming and jumped over Link, then slammed the ball into the hoop.

"W-Wha!?" Link cried, surprised by Phoenix again.

"Ha ha, too easy. Stuff like that isn't going to work on me, colt." Phoenix stated, passing the ball to Link and running to the other side of the field. "Catch me if you can!"

Link shook his head while smirking, impressed by Phoenix's skill. Link took off at a fast start, rushing pass Phoenix and getting ready to throw the ball into the basket. Phoenix however intercepted with his body and the ball ricocheted off his body. With Link's throw failing, Phoenix picked up the ball and ran back to the right side of the field, trying to catch his breath as he ran faster and faster. Suddenly, Sugar Link was in front of Phoenix again and snatched the ball from him.

"Huh?"

"Aw, what's wrong? Getting tired of running? I could go on all day." Link yelled as he get to the basket on the left side.

Phoenix grunted as he turned around and ran to Sugar Link, but he couldn't make it in time to stop Link from getting a point. Time unfroze suddenly and the crowd began to cheer, but they didn't know that the match had already began since both ponies were on the left side of the field right now.

"I guess everypony can see it now. You are freezing time." Phoenix said, pointing an accusing hoof at Link again.

"(Sigh) When are you going to get over that? I know that I'm freezing time, that's no surprise. Here, take the ball so I can take it from you again." Link replied, throwing the ball back to Phoenix.

Phoenix caught it and muttered something before heading over to the right side again. Link got down from the basket he was sitting on and chased after Phoenix. Link wasn't very close to Phoenix, but pretty close, and Phoenix knew how close just by looking at him. Phoenix stopped midway from the basket and hopped to his left, waiting for Link to run past him before continuing forward. Surprisingly, Link was one step ahead. Link froze time again, which didn't do anything to Phoenix, then tackled him. The ball flew straight out of Phoenix's hooves upon impact and Link caught it after getting back on his hooves.

"Heh. Trying to "cheat" now, are we? I've seen tricks like that before. You can't fool me." Sugar Link said, teleporting to the left side and dunking the ball into the basket.

"_That wouldn't be "cheating" if it's not against the rules._" Phoenix muttered in his head.

Phoenix Burst stumbled onto his hooves and growled while wiping his mouth from that tackle. Link threw the ball at Phoenix and ran as fast as he could to him before Phoenix could reach the goal. Phoenix however had a few more tricks up his sleeves. Without Sugar Link noticing, Phoenix disappeared in a blink of an eye, catching Link off guard. With Link's guard down, Phoenix reappeared in front of the hoop on the right side and threw the ball in without looking.

"Heh, I've got you now." Phoenix smiled as he spoke before throwing the ball to Link.

"_Ugh! That Unicorn is becoming a nuisance. Step things up, would you._" The demonic voice told Link, getting impatient with him.

"I'm trying as much as I can. Just hold on." Sugar Link replied, catching the ball and rushing for the goal behind him.

To Link's surprise again, Phoenix teleported to the left basket already and got into defense, waiting for Link to come over.

"What in Equestria!?" Link cried.

"Hurry up and try to get past me already." Phoenix eagerly said, waving a hoof at Link. "(In Sonic's classic voice) I'm waiting!"

"_Urg... That Unicorn is a nuisance for sure! Get rid of him!_" The voice yelled at Sugar Link.

Link growled to himself and maybe the voice before taking off towards Phoenix, pushing the ball harder then before as he went faster. Phoenix stepped closer, waiting for Link to get close enough so he could take the ball, but to his surprise this time, Link created clones on himself, and about four of them each having a ball, too. Phoenix gasped in surprise and lend back a little before regaining his composure and dashed at the clone to his right. Upon hitting the clone, it faded into smoke and the others faded, too, except for the real Sugar Link who got to the basket and threw the ball in.

"What!?" Phoenix cried, realizing he got a fake.

"Over here, stupid." Link called out, getting Phoenix's attention. "Your not as bright as I thought. I guess I don't have much to worry about."

"Oh yeah? Well your about to eat those words!" Phoenix retorted angrily, taking the ball that Link threw. "_Come on, Phoenix Burst. Step up your game. If you lose, you'll never be able to avenge Blitz Minder... And you'll let your friends down... I have to do better... For my friends! _(Hears Aquario's giggle) (Gasp)_ Aquario... I promised you that I would win, too! Don't worry, little bro, big brother is going to win!_"

"Time to step it up!" Phoenix shouted before lifting the ball with his head.

Phoenix threw the ball in to the air and jumped to it, catching it with his fore hooves, then pushed against the air with his back. Phoenix was practically flying with the ball in his hooves while Link was on the ground, running a little slower then Phoenix flying. Phoenix finally landed on the ground a few feet from the Basket and threw the ball at the it, but Link unfortunately blocked it and kicked it towards the left side. Both males pushed and tackled each other for the ball that was slowly rolling away from them and Link got the ball first. Link then created more clones of himself and the ball so Phoenix would have a hard time getting to him. This time, about ten clones filled the field with only five blocking Phoenix's path while the others went to the basket.

"Darn! Looks like I'll have to fight my way through!" Phoenix thought to himself before rushing towards the clones.

Phoenix's horn began to glow a Light Scarlet Red color as he came closer to the clones and once he was just five inch's from them, he teleported behind them and continued forward. Phoenix's pace picked up as he passed the four other clones, but he was too late to get the ball from the real Sugar Link because he already scored moments ago. Time unfroze again and everyponies cheering could be heard again, but the two ponies could care less.

"Go Phoenix!" Rarity, Twilight Sparkle, StarShine and Pinkie Pie shouted encouragingly to the said Unicorn.

"Woohoo." Fluttershy added in a whisper.

"Oh look, your friends are cheering you on. Doesn't that seem pleasing to you?" Link asked, grinning deviously again.

"Yeah, it does, but that's not really important right now. You may be a point ahead, but your about to see me make a comeback!" Phoenix answered with determination.

"Hm, I see. I'd like to see you try."

Link passed the ball back to Phoenix and ran towards him. Phoenix teleported behind Link and ran behind him. Link created more clones in surprise of his and all of them charged at Phoenix, but he simply dodged them and continued towards the basket. Suddenly, Phoenix remembered something.

"Oh yeah. Hey, Sharp Iron and Spike! The score is 2 to 3!" Phoenix cried out to the two males that were in the hot air balloon.

"Really? Okay then." Spike replied while setting the scores. "Wait, how?"

"We're scoring points while time is being frozen by Sugar Link! He's a point ahead of me right now, but I'll make it through!" Phoenix answered as he jumped over Link and threw the ball at the basket.

"_Oh no you don't!_" The demonic voice yelled angrily, getting Link to block the ball from reaching the basket.

"_I'm not going to let you score any more points, You Insolent Dingle Blob!_" Sugar Link and the demonic voice shouted at Phoenix, catching everypony off guard.

"Hey, excuse me, but I don't want to fight you like that at all. Don't be calling ponies names like that." Phoenix said, shaking his hooves defensively.

"Uh, Phoenix. He's right behind you." Rainbow Dash implied, showing Phoenix exactly where Link was.

Phoenix turned around and like Rainbow Dash said and saw that Sugar Link was on the other side with his forth point now.

"What in the name of Celestia!?"

"Whoops, sorry. I guess I should have told you that you were talking to my clone this whole time." Link said with a sly grin.

"YOU LITTLE SNEAK! I'll get you for that!" Phoenix angrily shouted, taking off towards Link without thinking.

"Phoenix, STOP!" Twilight shouted, getting him to stop instantly. "Don't go in there and hurt that colt! He may have tricked you, but you shouldn't let that stop you from playing normally! Just get over it and continue the game!"

"... You got it, Twilight!" Phoenix replied before slowly running forward.

"Heh, listening to your "Marefriend"? Isn't that what little puppies do? Not stallions. Maybe your just a little puppy who still needs to be disciplined, and ordered around by your master." Link insulted Phoenix as he passed the ball to him.

"Okay, stop right there. Look, first of all; Twilight is not my marefriend, just my friend. Well, a petty close friend. Two; insult me, call me names or whatever, it won't stop me from playing by the rules and having fun. You can put me down in any ways that you want, but I'll still get right back up and ignore the pain that's dealt. Now come on and play." Phoenix replied calmly as he caught the ball and went for the right basket. "And you can never bring me down when it comes to fighting, or playing, or just talking! When it comes to my friends, nothing can bring me to my knees. My friends are why I'm fighting. You hurt two of my friends today, and you are going down because of that, but not painfully, because I promised Twilight I wouldn't."

Link grunted to Phoenix's statement and took off angrily towards Phoenix. However, Phoenix was already at the basket, ready to throw the ball and score. Phoenix readied himself with the ball and threw it, but because of some sort of magic, the ball froze in midair. The ball flew to Sugar Link who was smiling again and ran back to the left side. Phoenix teleported in front of Link again and swiped the ball from him once again, catching him off guard once more and teleporting back to the right. Phoenix jumped to the basket and slammed the ball in like the first time, scoring another point. The crowd jumped out of their seats and cheered even louder for Phoenix while he got down from the basket and dusted himself off.

"Heh, sweet. Now let's roll, Pegasus." Phoenix said, passing the ball to Sugar Link again.

"Hum... You just got lucky, Red Unicorn." Link replied before turning back to the left side again.

Link's staff glowed a Dark Gray and froze time again, still not doing anything to Phoenix. Then he created some more clones to block Phoenix's path, but this time, they didn't move. Phoenix stopped running as all of the clones, and maybe the real Sugar Link, circled him in a ring, each holding a ball and readying themselves for Phoenix to move.

"Oh, so we're going to play this game, huh?" Phoenix muttered as he watched them carefully.

Phoenix focused his magic on the life source of the real Sugar Link and waited for it to buzz in his head. Phoenix slowly shifted to his left, pointing his horn at the clones while they watched in confusion. His horn started to buzz when he moved to the Sugar link that was behind him. Phoenix shot open his eyes and charged at Link, frightening all of the Link clones. As if it was instinct, Link ducked before Phoenix could reach him and rushed towards the basket. However, Phoenix caught this and teleported again behind Link before giving chase to him. To Phoenix's horror, one of the clones jumped him and smashed him into the ground, giving the real Link time to score. Time yet again unfroze, and everypony saw how things were now, and Twilight and the others didn't like what they were seeing. Phoenix was lying on the ground with a Sugar Link clone, sitting on him while the real Link jumped into the air and slammed the ball into the basket, earning his final point.

"Oh no! There's two Sugar Link's!" Pinkie exclaimed in shock.

"How is that possible!?" StarShine, The CMC, and Terria added.

"What's the score?" Rarity asked.

Link slowly looked towards Phoenix and gave an evil cackle before the clone faded away.

"... I thought you said that you were going to win. What a fail that turned out to be, puny dog." Link said evilly as he walked towards the stumbling Unicorn and stepped on his head. "... The score is 3... To 5! This pathetic joke... Lost."

(Dun dun dun...!)

"Arg... Get your hoof off of me...!" Phoenix grunted as Link stuck his hoof deeper into his head.

"WHAT!?" FireBlaze and Bass Rush exclaimed, shocked by this revelation.

"No..." Celestia muttered to herself.

"Tis' can't be true at all..." Luna added in her Canterlot accent.

"Now Celestia, just as you promised. Give me the crown." Link ordered.

Everypony, as in the Mane Six, FireBlaze, Bass Rush, Sharp Iron and Spike, the Princess's, Terria, Aquario and his parents and the CMC, came down to Phoenix Burst and Sugar Link, and Celestia looked over at Phoenix with sadness in her eyes.

He actually failed. He let her and the others down.

Twilight Sparkle and Spike helped Phoenix up, while Celestia silently and slowly placed her hooves on her crown, and lifted it off her head.

"... I... I'm so sorry I let you all down..." Phoenix spoke through his quick breathing, having a bit regret in those words.

"No, Phoenix Burst. we know you tried your best. We understand that you did everything you could to win, and Blitz would be happy to hear that you fought for him. Maybe a little disappointed that you lost, but he'll understand." Twilight explained, assuring him that it was alright.

"I know that, but Aquario... I failed... I failed Aquario... I also failed Celestia. I lost the bet, and broke my promise..." Phoenix muttered with a tear dripping from his right eye.

"Oh how sappy to hear. So you let a couple of ponies down, so what? There's always another day, so get used to it." Link spoke up to Phoenix, growing tired of him.

"Hey, now watch your language, colt. That's my friend your talking to and he lost to you fair and square-"

"I don't care about fair loss's. All I care about is for Celestia to give me the crown, so pipe down." Link interrupted Princess Luna.

"Okay, now hold it right there!" Celestia ordered sternly before a dark magic covered her crown, snatching it out of her grip. "What in the heavens?"

"ARGH! I've had enough of this waiting already! I'm taking the crown and that's final!" Link shouted at Celestia as the crown hovered above him, then lowered onto his head.

Upon making contact with his head, the crown changed into a Dark Violet color and it's shape changed into a demonic like crown with a Dark Navy Diamond embedded in it. A dark magic force covered Sugar Link next and inside the field of magic, Link was changing into an older, Gray fur coated, energy made Black mane and tailed, metal horned, metal winged Alicorn with Griffon like Talons, three scars on his back, and two on his left fore leg. The magic field burst at everypony close to it, pushing them back with great force and revealing the menace before them. Phoenix was the first to look up at the Alicorn in front of him before the others and this new pony cackled evilly at him.

"I knew there was something strange about him!" Luna exclaimed.

"Well, look who's gotten prettier, but just who are you!?" Phoenix exclaimed as the Alicorn stared down at him.

"... I am Trigore... Your new ruler of Equestria! The Sister's role as Princess' has now ended here, and you shall all bow to me from this day forth!" Trigore announced as Lightning blasted from the sky behind him.

Dark Gray clouds covered the sky as the thunder struck a few more times and Trigore used some of his magic to lift the crown off of Luna's head and onto his new crown, fusing them together to become a even bigger, but fitting crown.

"No! My crown!" Luna cried as she tried to get it before it reached his head.

"Nope! Sorry, but it's my crown now! Now you must bow to your new ruler, me!" Trigore replied, pushing Luna back with a shot of magic.

"{_Wait! That's Luna!? I thought I was just helping some random filly Celestia asked me to help!_} We will never bow to you, you jerk! Just because you have a crown, doesn't mean your king of Equestria, "Trisore"!" Phoenix yelled as he and Celestia helped Luna up. "_Ha! Puns! Never thought I'd say that._"

"Well then we'll have to change that, won't we?" Trigore asked, lifting his staff in the air. "For my first decree; I forbid you, little Unicorn, from ever using magic again!"

A shot of dark magic hit Phoenix's chest and put a seal on his horn, sealing his magic away. It felt like he was struck with a blast of fire, but it didn't really hurt since he's immune to fire. Being a Fire Elemental and all.

"Hey, you can't just do that!" Twilight shouted in protest.

"Oh but I can, young one." Trigore replied before the royal guards surrounded him and pointed their weapons at him. "Well look who's being disobedient. Such poor, pathetic pets. I guess they need to be taught a lesson, too."

Trigore shot some more magic at the guards and patiently watched the guards scream for mercy and change into darker versions of themselves. When the magic force faded away, the Shadow guards bowed respectfully to Trigore and lowered their weapons.

"Forgive us, your majesty." They said in unison.

"You are forgiven. And now for all of you..." Trigore trailed off as he pointed his staff at the other ponies again.

"Wait!" Sharp Iron cried, getting everyponies attention. "If you really are the new king, then you should prove it in a... Different way."

"Sharp Iron, don't help him!" Phoenix growled angrily at Iron.

"QUIET! Now Trigore, to prove yourself as a ruler, you need to demonstrate your supreme power, your powerful mind, and your greatness. You need to show just how in control you can really be. Be... Aggressive." Iron explained to Trigore.

"Hm... You have an interesting point... You there! The Red Unicorn! Because you have dared to defy your new ruler, lost our bet, and threatened me of dark accusations; I hereby BANISH you from Equestria for the rest of your life!" Trigore commanded, growing larger as he pointed down at the near trembling Scarlet unicorn.

"WHAT!? THAT'S INSANE-"

"**_YOU HAVE ONE HOUR TO PACK UP YOUR STAFF AND SAY GOOD BYE TO YOUR FRIEND'S BEFORE I SEND YOU OFF INTO A DARK VOID!_**" Trigore interrupted in a loud, thundering voice that scared everypony.

"Trigore, Trigore, baby, hold up. You have to show more power then that. I know your very powerful, so reveal more, much more. Make him wish he never messed with you. Really put him in his place." Iron instructed, encouraging the Alicorn to do better.

"... Very well. Red Unicorn, you have three minutes to say whatever you have to say to your friends before I send you away for good! Your time starts now!" Trigore ordered the resistant Unicorn.

"W-Wha... What? ... Sharp Iron... Why...?" Phoenix muttered to his betraying "Friend". "How could you... Do this to me? To us? I thought we were friends! How could you do this to me!?"

"I'm sorry, Phoenix Burst, but he is the new ruler. I can't go against him." Iron bluntly replied, shaking his head to his old rival. "This is the way it has to be... Ta ta, nopony I know."

Aquario began to cry as he flew out of his mother's hooves, and onto Phoenix's head. Twilight and the others joined in and hugged Phoenix as some of them began to sob while others just stayed silent. Phoenix sighed as he hugged Rainbow Dash, Twilight Sparkle and Pinkie Pie back, but then used his magic to get himself out of their hooves and looked to the ground, staring down at it in dismay.

"Phoenix... Your not really going to just... Leave... Are you?" Twilight asked, walking up to him and lifting his head up so their eyes would meet.

"... I'm sorry, Twilight, But there's nothing I can do. It looks like I'll have to. I don't want to go, but I can't do anything to stop this." Phoenix answered, holding Twilight close to him.

"Phoenix, don't say that! Your making it sound as if your going to be gone for good. I... We... We don't want you to leave either, but-"

"Twilight, I wouldn't really truly be gone unless I was forgotten... Right? As long as you, and anypony else don't forget me, we will still be together, no matter what anypony says or does. I will always remain right there by your side like a guardian, or your Knight in Red Armor. Well, that's a bit of a stretch, but you get what I mean." Phoenix interrupted Twilight while wiping the tears off her cheeks. "You wouldn't just forget me, would you?"

"No. I... I would... Never forget you, Phoenix." Twilight answered, choking on her own words.

"Then I will always be with you, Twilight. If this were to happen to you, I wouldn't forget you, either. Hay, I wouldn't forget any of my friends. So don't you worry one little bit, Twilight, because I'll come back one day. I promise you... By my tail." Phoenix promised her before noticing that she was about to cry. "Twilight, don't cry. I need you to be strong while I'm away. Take care of everypony else while i'm gone."

"... Okay... I'll try..."

Phoenix pulled Twilight into his embrace once again as they silently cried, and the others joined in again. Aquario sobbed into Phoenix's neck, while Twilight quietly sobbed in his chest. Pinkie Pie's mane was flattened and straightened as she sobbed on Twilight, Applejack's hat flew off her head an her mane was also a mess, FireBlaze's saddle was off, revealing his scar, and Rarity's mane was also a mess, which she didn't care about at the moment.

"Please everypony, everything will be okay, just be strong... Even when I'm gone, we'll be together somehow. We'll always be together, because we're best friends forever, and nothing in Equestria or anywhere else can change that... Nothing can truly separate us." Phoenix told his friends as he calmed down a bit, enough to speak though. "... Could you all promise me something though?"

"... What is it?" StarShine asked, tears soaking her petite face.

"... I want you to never forget me... I promise you that... I'll never forget you... But please... Promise me that I won't be... Forgotten." Phoenix requested in between silent whimpers.

Everypony nodded to his request and let him go. Twilight however held onto Phoenix as she continued to cry a bit, and also nodded to Phoenix before getting off him. Trigore also let out some tears from this heartbreaking moment, but remembered that it was time to get rid of Phoenix.

"_Stop your crying and send him away already!_" The demonic voice demanded impatiently.

"{_Sir yes sir..._} Times up, Unicorn. Your time has depleted and now you must go." Trigore announced with his horn preparing to zap Phoenix.

Phoenix looked down at the ground again and nodded. Aquario was still on his neck, sobbing while holding his brother tightly until Celestia got him off and backed away slowly. Aquario struggled out of her grip and flew back to Phoenix, holding onto his foreleg while trying to speak.

"B-B-Big Brother, I want to-to go wit (Sniff) you..." Aquario managed to say, squeezing Phoenix's leg tighter.

"I know you do, little brother, but you can't. I'll come back soon though... So be a good colt and let me go." Phoenix replied while rubbing his little brother's back softly.

"... B-But..."

"Don't worry. I'll come back as soon as I can, but I need you to let go of me. I need you to be my good, strong little stallion, okay?" Phoenix asked, getting a nod as a response. "Good, now let me go."

"... I going to miss you, big brother..." Aquario muttered while slowly letting Phoenix go.

"I'm going to miss you, too. I'm going to miss all of you, but I will return. Big brother is going to come back again someday and see you soon." Phoenix replied, rubbing Aquario's head softly.

"... You promise?" Aquario asked, holding up his right hoof.

"Big Brother Pinkie Pie promise's." Phoenix answered, putting his left hoof on Aquario's and shaking it, then doing the Pinkie Promising. "Cross my heart, hope to fly, stick a cupcake in my eye."

Phoenix "Stuck" the promise in a "Box" and dug it into the ground, then gave everypony one last hug before walking over to a spot just a few feet away from his friends. Phoenix slowly rose his head from looking at the ground to his friends one more time and said one more thing before being zapped away by Trigore.

**_All for one and one for all. Friends forever and forevermore..._**

A While orb of magic covered Phoenix's entire body and he slowly faded away to nothing inside the of the orb before it disappeared in a big flash of light. The demonic voice and Trigore cackled evilly as everypony else stared at the ground in dismay, and as for Sharp Iron, he actually started regretting what he did. "Why" was his question. He wanted Phoenix Burst to be gone, but little did he know that it was becoming painful for him to process inside, but quickly switched back into his normal self like nothing happened.

"... So, what now?" Iron asked.

"Well, now for my next order as ruler; Guards, bring that Purple Dragon to me." Trigore ordered, pointing to Spike.

"WHAT!? NO! Leave me alone!" Spike grunted as he tried freeing himself from the Shadow Guards.

"Spike!" Twilight cried, biting his tail and pulling him towards her.

The Shadow Guards kicked Twilight off of Spike and threw him next to Trigore. Trigore chuckled as Spike tried to run back to his friends, but then trapped him in a cage.

"Guys, help!" Spike cried.

"Spike! Let him go right now!" Rainbow Dash ordered, readying herself to fight, along with FireBlaze, Bass Rush, Applejack, Rarity and Twilight Sparkle.

"Ah ah ah. I wouldn't do that if I were you. If you want your friend to not be killed, I suggest you all stand down and obey your king, like the good little ponies that you should be." Trigore replied, readying his horn to harm Spike.

"You already took one of our friends away from us, and now your just going to take another? What kind of sick monster are you to just do this to us?!" Twilight yelled with her horn glowing as well.

"Yeah! What did we ever do to you!?" Rainbow Dash added, just as angry.

"Ah ah ah. Stand down or he gets it." Trigore replied, temping her to assault him.

This only made Twilight and the others more angry as the seconds passed and Twilight was ready to release her magic attack on Trigore, but Celestia stopped them with a stomp.

"Enough of this, everypony! We... We must do as he says. There's nothing else we can do... Spike will be killed if we attack, so... We should just do as... Trigore commands."

"But Pri-"

"Celestia, not "Princess" Celestia anymore." Trigore interrupted, correcting Twilight and Fire.

"... But Celestia..." Twilight trailed off as tears welled up in her eyes again, but refused to cry.

"Please, my faithful student. Just... Stand down..." Celestia muttered to Twilight surprisingly since she never muttered before or stared at the ground in sorrow.

At least, not to her.

Twilight Sparkle wanted to shake her head and blast the cage Spike was in regardless, but she couldn't disobey Celestia. As a student, it would be like breaking the law. It was a hard choice for them to make, but everypony got down on their knees... And bowed to Trigore, their new... King.

"Ah... Now that's what I wanted to see. that's my good, obedient subjects." Trigore said, enjoying the respectful bows, and freed Spike from his imprisonment. "Now don't any of you worry. I won't hurt poor Spike, I just want to "Talk" to him elsewhere. Oh, I almost forgot about this."

Trigore made a large, glass case appear out of thin air and opened it, revealing the Seven Elements of Harmony in it, and laid the case on the ground. The staff in his left talon glowed a Dark red energy and became a energy ball above him, growing as big as the case under him.

"I've heard about these little trinkets and just thought I'd get them out of the way. Though I've never seen this one before (Points a claw on his other hoof at the Element of Courage), but it might become a great nuisance later on. Now, destroy!" Trigore growled as he lowered the staff to the ground, forcing the energy ball to drop on the glass case, and destroyed it along with the Elements.

"NO!" Everypony shouted.

"Not the Elements of Harmony!" Bass cried as Trigore began laughing maniacally.

"Mwa ha ha ha ha ha ha ha ha (Thunder crash's) ha ha ha ha ha ha ha ha! Now that I am in control, nothing can stop me from carrying on with the next step of pony history! Whoever try's to defy me will face terrible punishment! All shall bow to me if thy lives depends on it! Now to make my new kingdom arise!" Trigore announced as the sky became Black as night while the clouds color being Green as acid.

Trees died and lakes/rivers/streams polluted by Green, icky acid, harming and maybe killing the animals all across the land of Equestria. The Sun and Moon was missing from the sky and more thunder hit the ground, scaring everypony except Trigore. A Dark Green miasma arose from the broken, Gray ground, covering everypony except Trigore in it.

"What you are now covered in prevents you from trying to resisting me and my orders. Anything I tell you, you must do, or you will suffer tremendous pain. Oh, and to make things worse for you... There is no cure." Trigore explained to everypony, shooing the miasma away from him, even though it doesn't affect him.

"You can't be serious!" Zei and Mayple shouted, trying to resist the miasma, which only resulted in being electrocuted. "AAAAAAAAAAAAHHHHHHHHHH!"

"BROTHER!" Cupid yelled for his brother.

"SISTER!" Syrup also yelled for her sister.

"Oh how sad. They shouldn't have done that in the first place, now they have to suffer such splendid, wonderful pain. If only they'd listened... Guards, let us go to Canterlot now, and have these ponies locked in chains. They are coming with us to MY new castle." Trigore ordered the guards as he opened up a portal to Canterlot Castle with Spike flouting next to him. "Gray Pony, I would like to have you tag along, too. Your assistance could be quite... Helpful in deed."

"... Yes sir." Iron muttered, following Trigore and the others without looking at his friends.

It was officially clear now that Sharp Iron couldn't be trusted by anypony, and with all of this going on now, everypony had to work extra hours without rest, homes were destroyed by order of Trigore and the air was much dirtier and stinkier, making it hard to breath in. Nopony in Ponyville or Canterlot was happy with any of the changes that Trigore made, but they couldn't do anything about it, via; the miasma. The Princess's were imprisoned in dungeon cells while Twilight and the gang became slaves along with everypony else in Equestria. Sharp Iron however became Trigore's trusty adviser. Although nopony knows what happened to Spike since Trigore took him, they could hear roaring from under the mountain that Canterlot rested on. The roar would echo throughout Canterlot and Ponyville during day and night, but the source... Would never be known.

Yep. Equestria... Is no more.

(3 Month's later...)

It's been three months since Trigore became the new "King of Equestria" and since Phoenix Burst was banished from Equestria for good. Things have made a big turn of things with the happy world of Equestria, now becoming a messed up wasteland with destroyed homes, polluted water and plants and animals dying. Many have suffered during this time, some even died or just became very sick with no cure. Equestria... Wasn't Equestria anymore. It was hell for everypony, but paradise for Trigore and the demonic voice that only Trigore could hear.

Right now Trigore and the voice were talking with each other while The Mane Six, FireBlaze, Bass Rush and Blitz Minder were working around the throne room of the castle that now belonged to Trigore.

Canterlot Castle.

"_Step two is coming along nicely. The time to get onto step three is not too long now, and with these ponies in our rule, they will make the perfect sacrifice._" The demonic voice said, enlightened that hings are going well for them.

"_I agree. With everypony in our control, things in step three will be easier. We just have to make sure that nothing stands in our way before it's time, and that nopony figure's out where the "You know what" is._" Trigore replied as he paced around his throne in front of his slaves. "_I hope you remember what we agreed on if this succeeds. I want my brothers and sisters back._"

"_I assure you, you will get them back, but this has to work for us first. Come on, it's almost time for bed._" The demonic voice replied, reminding Trigore of the time.

"Your right. Slaves."

Nopony said a word as they looked towards Trigore against their will. It was clear that they were out of breath, but Trigore didn't care at all for them. Applejack finally spoke up for the group, tired in her shaky voice, but anger towards her king.

"What do y'all want?" She asked.

"Your service's are not needed here anymore. You are all finished in here for today, but tomorrow... Will be even more... Tiring." Trigore answered, not giving a care for Blitz Minder's and Applejack's angry glares.

"Yer not serious, are ya?! Y'all may be the King of Equestria now, but you can't just use everypony for slavery and pain like this forever!" Applejack yelled, alerting the guards.

"Applejack... Don't..." Twilight Sparkle spoke quietly as she walked closer to her tired and angry friend.

"Well apparently, I don't care, you see. Your pathetic lives have no other purpose, other then one thing and one thing only. Now leave before I make the guards take you away again." Trigore replied bluntly with half closed eyes.

"They can take mah away all they like, but I- AAAAAAAHHHHHHHHHHH!" Applejack screamed from the now painful surge, coursing through her body coming from the miasma.

"APPLEJACK!" The others cried, rushing to their friend's side.

"You see, that's why you don't go against me. Foolish little ponies... Leave this room, now!" Trigore ordered, raising his staff at the gang.

Everypony hurriedly lifted Applejack up and left the throne room. Trigore cackled evilly, pleased by how well everypony was doing, obeying him. The group passed through a long hallway with Gray, Yellow and Red doors with Trigore's face on each of them until they reached a door at the end of the hall. Bass Rush and Blitz Minder opened the doors with all of their strength and let the girls go in first before letting Fire through, then going in and closing the doors behind them. The group walked down a long flight of stairs for a good 20 minutes before finally reaching another hallway with smaller doors, just enough for them to pass through. Nopony spoke throughout the journey while screams and cry's could be heard in other rooms. Also a Dragon's roar and another kind of roar from under their hooves.

It was almost like being in a asylum.

At door #127, FireBlaze opened the door for his friends and went in after they did, closing the door behind him as he got inside.

In this room; there were about 15 hard as rock beds for everypony to sleep on, same amount of dressers, one bathroom and three windows. Fire sat Applejack down on one of the beds, and stretched his aching body from all the work they did today. The CMC and Terria ran/flew over to Applejack and observed her carefully.

"Oh my Celestia, did it happen to her again?!" Apple Bloom asked worriedly.

"I'm afraid so, Apple Bloom. We could have stepped in and helped her, but the miasma... It kept us from doing so." Blitz explained, stretching his aching body.

"Trigore was talking to himself about something again, but I don't know what it is. It seems to be the same topic as always, but I just wish we knew what it was." Twilight Sparkle said, stretching her body, too.

"Well I think it could just be simply pointless to figure out what it is. It could just be about ways to torture us in more gruesome and tiring ways." Rarity suggested. "It's just an opinion, though."

"Or maybe he's planning on killing us." Rainbow Dash suggested next as she laid down on one of the other beds.

"That's a little bit much, Rainbow Dash." Cupid replied as he came out of the bathroom with some ointment.

"Here, let me help you with that." Zei implied, taking some of the ointment from his brother and walked over to Applejack. "_Oh Master, if only you were here... I bet you would go crazy to protect your friends, trying to resist the King by now..._"

Twilight looked over at Bass Rush first who was just pacing around in a circle, obviously bored to death. Fluttershy was in a corner, resting her head quietly on the dull White wall that surrounded the entire room and Pinkie Pie was resting her head in her hooves, staring blankly at nothing. Maybe she was just lost in dreamland. During these three months, nopony have been themselves at all lately.

Fluttershy has been more quiet and distant to everypony, Pinkie Pie hasn't been her extreme, hyper self since Trigore sent Phoenix Burst away, also her mane has been straight instead of curly. At times, Rainbow Dash would cry at night and FireBlaze would usually have to calm her down. Applejack has been being a trouble maker to Trigore from time to time, resulting to being tortured by the miasma, or taken away by the guards to be punished. Rarity would become mentally Ill to the head sometimes, leading her to being lost in thought alot, or talk to herself. And Twilight Sparkle wouldn't say a word to anypony, but would cry when she thinks about Phoenix Burst. Twilight's urge to cry has been lowered through out the months, but it would come back when thinking about how Spike, her assistant, was doing, or if he was even alive.

In fact, where has he been all this time? He hasn't been seen since he was taken by Trigore. Maybe he's..

Twilight's eyes then traveled out the window, looking at the near nighttime sky. Starless and Moonless sky that still lit up Equestria somehow. Suddenly there was a knock at the door, getting everyponies attention.

"... It's open." Scootaloo told the pony on the other side of the door.

As the knocking stopped, the door slowly opened and the pony who was coming in was none other then... Sharp Iron, the "Traitor" as everypony except Trigore calls him now.

"Oh hello there, everypony. I just came to see you on normal terms, nothing special." The Onix pony said, grinning as usual. "So how are all of you doing? You must miss me after all the work I've been doing. I kinda missed you all too."

"No, not really. We're actually still angry at you for doing this to us, you jerk!" Fire angrily replied, spreading his wings out to attack.

"Yeah! Your just a big, bad jerk!" Terria and the CMC added.

"Hey hey, weapons or... Wings down. I just want to have a little fun with you, that's all." Iron explained, waving his hooves in defense. "So, how about a-"

"FUN!? Does it look like we need you to have fun with us!? Is everything still just a joke to you!? It's your fault that Phoenix Burst, and Spike are gone as a matter of fact!" Twilight yelled, cornering Iron into a wall.

"... Look, little missie. Keep your distance and calm down (Shave's Twilight back a little with a hoof). How about a game of "Go Pony"?" Iron asked, getting silence as an answer. "... Uno? "Marenopoly"? No?"

"How about a game of "Beat Sharp Iron up for ruining our lives"?" Fire asked as Blitz and Bass got next to him.

"Oh, you want to fight me? I would reconsider if I were you..." Iron answered, getting into battle position. "But I'm not afraid to fight you all at once. One against three is nothing special to me."

"Is that so? Then bring it!" Blitz ordered, rushing towards Iron along with Fire and Bass.

"You guys are fools to try and fight me, the Insimtamating Sharp Iron!" Iron said, dodging each of the stallion's attacks and kicked Blitz Minder in the stomach. "I must warn you before we get started; I've been training a lot, so don't underestimate me for a minute."

"We won't, Sharp Iron. Now bring it!" Blitz Minder replied before he, FireBlaze and Bass Rush charged at Iron.

Iron backflipped over FireBlaze and kicked him in the face next, knocking him towards Blitz. Bass Rush wasn't forgotten as Iron landed on his hind legs and punched Bass after dodging another punch from him. Bass flew over Blitz as he ran towards Iron again, only to be knocked down face first onto the floor by Iron jumping onto his back. Iron quickly jumped off and landed near FireBlaze, then bucked him in the face, kicking him towards Bass. Blitz quickly got onto his hooves and readied his horn at Iron, preparing a spell to knock him out. Blitz shot his magic attack, but Iron jumped out of the way just in time, then punched Blitz in the face again, knocking him out cold. Bass and Fire got up next and charged right at Iron from behind, but missed him as he teleported away to a nearby wall behind the duo. Both stallions turned around to see if Iron was there, but little did they know that Iron was already charging at them.

"Guys, watch out!" The CMC cried.

"Oh good heavens!" Rarity added, nearly fainting in the process.

"This is for trying to fight me!" Iron yelled before bucking both of them in the face, knocking them over to Blitz. "See? What did I tell you? If you want another beating by yours truly; then don't be afraid to ask. I'm not too hard to find."

"ARGH! You won't get away with this, Sharp Iron!" Fire grunted, trying to catch his breath from the beating he took.

"Oh, but I think I just did. Get back up and there will be another fight, and I won't be so merciful." Iron replied, walking to the door. "Now I have to go, you uninsimtamating turds. I have work to do. I'll smell you later."

Sharp Iron gave a cheeky grin and waved to his "Friends" before slamming the door behind him. FireBlaze and Bass Rush got up, stumbling in the process and helped Blitz onto one of the beds with the help of Twilight Sparkle.

"... Man... Somepony's been doing some training." Fire muttered as he put Blitz down on a bed.

"Yeah, he was like a totally different stallion there." Bass added.

"Well, you three shouldn't have been so stupid as to thinking you could beat him." Rainbow replied, receiving angry glares from everypony else. "... I mean, good job for standing up to him like that."

She still got glares from her friends.

"... You guys were so close to beating him?" Rainbow sheepishly said, shrugging nervously while her friends continued to stare. "... I'm sorry..."

"It's okay, Rainbow Dash. You didn't mean to offend us, so your excused..." Fire replied while rubbing his cheeks.

Meanwhile, outside in some other land away from Equestria; a certain Scarlet Red Unicorn stallion is walking through a forest, looking for some food in the rain. He had a saddle bag made of tree leaves and bark on his back, a pair of horse shoes made of wood and a walking stick (Which might not even be needed). He still held onto his old necklace that his Mother gave him as a young colt around his neck, along with the Green Dragon Fire that his Purple Dragon friend gave him three months ago.

The raining was becoming too harsh for this hooded Unicorn to travel in, so he stopped his search for food and went off to a cave. Upon entering the cave, the Unicorn took off his cloak and saddle bag, revealing himself to being the only Unicorn it could possibly be; Phoenix Burst himself and threw the stuff over to a rock.

"Agh, I'm soaked! This is bad for my Fire Powers. I need to keep myself out of watery areas." Phoenix said, shaking himself to get all the water out of his fur. "Well, I guess I'm not going to eat anything tonight. Guess I'll hit the hay... Good night, Mother. Good night... (Looks up at the Moon) Everypony in... Equestria... Wait! I need to make a fire so I can get warm."

Phoenix brought out some wood from behind another rock and piled them together carefully. Then shot some fire out of his horn, giving him some warmth for the night, but to his dismay, the cold wind blew out the fire.

"(GASP) NO! NONONONONONONONONO...! THAT'S ALL THE WOOD I HAD LEFT!" Phoenix shouted out of frustration, echoing through the cave. "Oh... Why me...? What did i do to deserve this...?"

Phoenix walked over to the entrance of the cave and sat down, staring at the rain with tears in his Teal eyes. He was cold, hungry, homeless, and lost. For three months he's been trying to manage scavenging and make a living on his own, but failed at each of them altogether. He missed home and his friends terribly and really wanted to go back to Equestria, but he couldn't if it might endanger his friends, and maybe everypony else there.

He hasn't forgotten his promise to them that he would return one day, but now wasn't the time. Not yet.

"(Sigh) I'll be back... Someday... Just wait everypony. I'll come back soon." Phoenix declared, raising his right hoof towards the sky.

A set of pictures of his friends flashed through his mind with everypony smiling at him, getting him to smile a bit, too. the flash of memories stopped at Twilight Sparkle, showing her with a daisy in her mane and a book she was currently read with him sitting next to her, looking through the book together. Phoenix reached to his right side and pulled out a daisy from next to a small stone and observed it carefully, holding it with both hooves so he wouldn't crush it or drop it. After a minute of staring at the daisy, Phoenix looked back at the sky and sighed depressingly.

Back in Canterlot; Equestria, everypony was sleeping uncomfortably on their beds. Well okay, _most_ everypony was sleeping, except for Rainbow Dash. She's been up for some time now, just staring blankly at a wall. She couldn't sleep at all, but she didn't know why. She didn't know why tears were beginning to well up in her eyes. She didn't know why she was felling emotional right now. She just... Was. A thought flashed through her mind.

"_What was Trigore planning? Why is he acting so mysterious? Why does he keep talking to himself? Why hasn't Phoenix Burst come back yet? Where was he? Was he okay? Nah, I shouldn't be worried about him. He's doing fine... I think._" She said in her mind, now staring at the ceiling.

All of these thoughts coursed through her mind like an egg rolling through a super market, then being thrown into the air by Bat Mane and crushed upon hitting the ground. Deep down, she wanted everything back the way it was badly. She wanted home back. She wanted to fly around freely in the air, be in Pinkie Pie's parties, and see the Wonderbolts preform again. Not any of this. Just thinking about all of that was triggering her emotions. Rainbow Dash tried to hold herself, but she couldn't. She buried her face into her pillow and let out a quiet sob, waking up some of her friends from it.

"Urg... Not again..." FireBlaze groaned as he got out of bed and went to Rainbow Dash so he could calm her down again.

Fire sat next to Rainbow and rubbed her back gently, calming her a bit and getting a soft coo from time to time. Scootaloo joined FireBlaze, while the others watched silently. Everypony could clearly see that Rainbow Dash was tired of all of this. Twilight Sparkle got out of bed next and walked towards a window, looking out at the nighttime sky, which still had no Stars or Moon.

* * *

><p>(Song Time! Song: Madison's theme (Death). Also called "Endless Pain")<p>

Back with Phoenix, the rain has finally stopped and the clouds cleared, making the land he was in brighter again. It still didn't change how he was feeling though. Phoenix was still home sick, alone, hungry and lost. Phoenix looked towards the full Moon that was shining in the sky above him and began thinking about his friends, hoping they were okay without him.

At the same time, Twilight Sparkle was thinking about him. Twilight imagined a moon in the sky and saw Phoenix in it, looking down at her with one of his usual smile's. Phoenix imagined Twilight in his Moon and saw her smiling at him too.

"_Hold me... Through the Endless Pain that is tearing us apart..._" Twilight began to sing as everypony turned their attention to her.

"_During the times... That I would cry... Or feel sad... You would always be there for me... To turning my frown upside down... And make my life feel much more clearer..._" Phoenix sang as the animals made noise's throughout the forest he was in.

"_Whenever I needed you... You were always there, even during the times that I said "No"... You kept me up... When I was down and out... Feeling sad... Or feeling Blue..._" Twilight sang as she held out a hoof towards the sky.

"_You've kept me smiling on whenever I needed it... You made my Endless Pain fade away like little droplets... With your love... And heroism. You made me feel like I was worth living like I used to... Before you went away from me for another journey... Your sweet voice used to blow my tears right off my face..._" Phoenix sang next while lifting a hoof towards the sky, too.

A flashback of Phoenix's past played in his mind as he sang, thinking about a day he would never forget. It was him in human form, looking down at a tombstone that belonged to someone he knew.

That tombstone was his Mother's. Madison Elizabeth G. Taisuki.

This was the day of her funeral, and this was her grave. David just stared down at the grave with a daisy in his hand, his mother's favorite kind of flower, and surprisingly his sister's favorite, too. Everyone around him chatted and walked around behind him while he just stood there, grieving over the loss of his Mother. David looked at the daisy for about a minute, tearing up in front of the grave before dropping the daisy onto the dirt. He then got down onto his knees and began to cry.

The flashback faded away momentarily, but Phoenix's tears still remained, soaking his furry chest.

"_The day that you had to go... My life slowly slipped away, flying further and further from me as I live on, away from the vow that we made... Breaking my poor wretched heart into pieces as I drew shivering cold breath in the winter's snow... I lay down and cry again, hoping for a miracle to come my way..._" Phoenix sang, imagining his Mother, smiling lovingly at his foal/baby self in her lap.

"_But then you came back to me, returning to my lonely shell, and embraced me with your warmth... You smiled at me with your embracing love... You held me during my darkest days... You've destroyed my Endless Pain... You brought me happiness... You brought my spirit back to me when I needed it, but all I ask... Is that are you real? Are you really here with me again? Have you really come back to me... Or is this just an Illusion?_" Twilight and Phoenix sang together as they put their hooves together unknowingly. "_Do my eyes deceive me...? Are they playing tricks on me...? Is this a fairy tale, or is it just the painful reality I still stand...?_"

"_I try my hardest to place the pieces together, and figure out if I am not hallucinating... Are you really in my arms (Hooves) once again, or are you still miles and miles away from me...? Leaving me in my shattered life... To figure out what is right or wrong...!_" Phoenix sang, squeezing the daisy close to his chest.

"_I know I shouldn't keep on running away..._" Twilight sang, placing a hoof on the window.

"_Run away!_"

"_From the Endless Pain...!_"

"_Because it will only follow me soforth... Beyond the road of infinity...!_"

(Violin & Cello for two minutes, then add Piano & Strings for another minute.)

Twilight and Phoenix unknowingly put their horns together, and Phoenix handed the daisy to Twilight. The daisy disappeared from Phoenix's hoof, and into Twilight's, surprising everypony as it magically appeared.

"_You smiled at me with your embracing love... You held me during my darkest days... You've destroyed my Endless Pain... You brought me happiness... You brought my spirit back to me when I needed it... But all I ask... Is if... You are really... Here... _" Twilight and Phoenix finished singing together as Twilight's moon faded away and the image of everypony faded from Phoenix's moon.

(Song End.)

* * *

><p>Rainbow Dash finally stopped crying as the song ended and lifted her head, revealing her teary eyes through her mane. FireBlaze wiped them off her while the others watched, feeling bad for her. This was the third time this week, tenth time this month. It wasn't like her to cry this much, but they could understand why though. Home... Was gone... and maybe never coming back. Twilight thought differently though.<p>

Maybe there is a way to make things right again, but even if there was, would it be right? How would it be done? There might be lots of risk, but they had to do something. Also, would it get anypony killed? She hoped not.

"... I'm sorry, everypony... I'm trying not to cry, anymore... But it just... It's so hard-" Rainbow stopped as Fire put a hoof on her lips.

"There is nothing to apologize about, Rainbow Dash. We don't mind you crying at all, but try harder to control it." He said before removing his hoof from her.

"... O.K..."

"Don't worry, Rainbow Dash. We miss home too, but we have to be strong, just like we promised Phoenix Burst..." Fire stated, holding Rainbow close to him.

"... Maybe there is a way to bring back the old Equestria, and defeat Trigore, but we just haven't thought of it yet." Twilight spoke aloud accidentally.

"But how, darling? We can't go against Trigore, or else the miasma will kill us, or he'll do it himself." Rarity replied.

"I know that already, Rarity. Me, you, and the other Unicorns can't use magic anymore because Trigore sealed it away, Pegasi speed and durability won't be enough to take him down, and Earth Ponies strength will only tickle him as he says. Maybe we could call somepony for help, but "who" is the question. There's nopony in Equestria that could stand a chance against him, or at least none that I know of." Twilight explained, walking away from the window and onto her bed.

"Well then why don't we work together to stop him?" Blitz asked, eager to hear Twilight's answer.

"Because even with our strengths together, we won't stand much of a chance. Also the miasma will kill us before we even graze him a little." Twilight answered, lowering their hopes.

"Then who do you suggest we call for?" Bass asked.

But as Twilight said before; "who" is the question. Everypony began to ponder about who could be strong enough to do it. Somepony who isn't infected by the miasma... Somepony who might be strong enough to actually stand a chance... Somepony who's dumb and brave enough to fight Trigore, regardless of reason. Who else could and would do it other then...

"Phoenix Burst. We could call on him to help." StarShine suggested.

"But how, Star? We don't even know where he is, let alone if he is even alive." Rainbow Dash replied.

"Well we have nopony else to turn to right now! We all want home back, but we can't do it by ourselves! If anypony would be willing to do it, it would be Phoenix! He's always been there for us whenever we needed him, and now... We need his help..." StarShine cried quietly with tears welling up in her eyes. "I... I really miss him... And I want to see him again at least... I'll do anything to see his Red fur, Brown and Orange mane and tail, his Dark Teal eyes and hear his voice again... I'll even go search for him myself if I have to!"

"But Star-"

"I've made up my mind! If any of you want to get our home back, then you'd agree with me." Star interrupted Bass with a raised hoof, silencing him.

Everypony did agree with her, but she was just a filly. She wouldn't be able to get past the guards and leave the castle, nor town easily if they let her go alone, but she had a point. Phoenix Burst would do anything in his power to save everypony and make things right again.

Twilight stood up and nodded to Star, but before Star could say anything, Twilight silenced her by raising a hoof.

"Now hold on, you can't go alone here. You wouldn't be able to sneak past the guards and exit the castle because this place is heavily secured with spy cams and traps." Twilight explained, listing all of the things around the castle with a map she made.

"... Then we'll go with her." Scootaloo suggested, implying to herself, Sweetie Belle and Apple Bloom.

"WHAT!? There is no way that I'm letting you leave my sight for a second!" Rarity cried, taking Belle's hoof and pulling her towards her sister.

"Well what other choice do we have! We're small enough to fit through all of the secret tunnels and passages throughout the castle, meaning we might make it out without being out in the open." Belle replied, trying to free herself from Rare.

"But it's too dangerous!" AppleJack cried, flinging her hooves into the air, only to feel a surge of pain. "Ah!"

"See? Even if all of us would be able to fight the guards, not all of us would make it out alive, but a small amount might just be able to handle it. We can do this, but y'all have to trust us." Apple Bloom said while rubbing Jack's head.

"Ah said nah!"

"Please, sis! Think about Sweet Apple Acres! Think about Big McIntosh, and Granny Smith. Think about Equestria! Equestria needs Phoenix, but he won't be able ta return if we don't do somethin' about it!" Bloom replied, hoping for a positive response.

Applejack began thinking about everything Bloom had just told her and imagined the good times that she had. Everything that Apple Bloom said was right, but Jack still wanted to protest against it. Deep Down, she missed Phoenix Burst, too. She was worried about him and his whereabouts. He didn't have Cupid and Zei with him, so he's pretty much alone wherever he is.

Applejack let a few tears slip from her eyes before finally giving in to the Crusaders begging.

"Alrigh' then, but don't let Anything harm y'all. Ah wouldn't know what to do if ya got hurt, Sis." Jack told Bloom before giving her a Sisterly hug.

"Ah won't... Ah won't." Bloom replied, returning the hug.

"You, too, Rarity. Can you trust me to get Phoenix back safe and sound?" Sweetie Belle asked, hoping Rarity could agree.

"Simply not, my dear! Your not going anywhere away from me that easily!" Rarity angrily answered.

"ARGH! Why can't you trust me like Applejack trusts Apple Bloom? Me, StarShine, Scootaloo and Apple Bloom are going to stay together at all times and find Phoenix, even if you say no!" Belle said, still struggling to free herself from Rare.

"Well then... Then..." Rarity trailed off as she began to think about this carefully.

She couldn't put her Sister's life at risk, but she and the other fillies were making good points. Rarity also missed Phoenix, but he promised to come back on his own. Sweetie Belle didn't have to go searching for Phoenix if he was going to come back anyway, but... What if he didn't?

No. He Pinkie Promised he would. Maybe he would need somepony to tell him the reason why they need him at least, Right...?

"Well... I... You..."

"You still don't trust me, do you?" Sweetie Belle asked with disappointment. "I thought Sisters were supposed to trust each other and help out when needed, just like friends. I thought you would be able to support me during times like this... But I guess your not like that."

Belle walked over to her bed and laid down under the sheets, letting out a few tears. Rarity knew she was right, but what about her safety? They were only little fillies, not grown up mares. They wouldn't be able to stand up against tough monsters or even Dragons by themselves... But they were Equestria's only hope left. If they couldn't do this, then nopony could. Rarity had to put any pride she held currently and let Sweetie Belle go.

"... Alright... You can go. I don't want you to get hurt either, but I can trust you and your friends to take care of each other... Out there... Without us." Rarity admitted, causing Belle to jump out of bed and land in Rarity's hooves.

"Oh thank you, thank you, thank you, thank you, thank you! I promise to take care of myself and the others for you. I won't let anything out there harm us." Belle said, sticking her face deeper into Rarity's chest.

"I hope so, dear." Rarity replied before letting Belle go.

"... Well if you all are going out there by yourselves, your going to need supplies." Fluttershy finally spoke, but very quietly.

"We're going to need what?" Scootaloo asked, raising her head closer to Flutters' so she could hear her.

"I-I said that your going... To need some supplies..." Fluttershy answered, speaking a little louder.

"Yes they are. I've got some stuff saved right here that you can use to help you on your journey." Pinkie Pie said, pulling out some saddlebags for the Crusaders.

The fillies ran over to Pinkie Pie and took a saddlebag one by one, carefully putting them on and nodding to everypony else.

"Are you four ready for this?" Rainbow asked.

"We sure are!" The Crusaders answered in unison, saluting to everypony like soldiers.

"Alright then. Use this secret passage here to get to the main hallway. You'll need to sneak past a few guards before entering the next hallway that leads to your exit here." Twilight explained as she pulled out the map of the castle again, sawing the Crusaders where to go.

Twilight then pulled her bed closer to Blitz Minder's, revealing a secret passage. The Cutie Mark Crusaders gave the others one last group hug before entering the tunnel.

"... I hope they'll be okay..." Pinkie muttered as Twilight pushed her bed back to where it was before.

"They will, Pinkie Pie... They will." Blitz replied, rubbing Pinkie's back as he spoke.

"I hope so..." Fluttershy muttered, too.

"Me too..." Terria added.

"Godspeed to them..." FireBlaze also muttered with a salute.

"... Wait a minute. How did I get this daisy?" Twilight asked, finally realizing she had the flower in her hooves.

(Cricket's chirp. Cricket's chirp. Cricket's chirp.)

... I guess it won't be explained, Twilight. Anyway...

Back with the fillies, the tunnel they were in was darker then a pony's eyes being closed by a blind fold, but that wasn't going to stop them. It's been about three minutes since they left and the end of the tunnel didn't seem to be near. Were they not going the right way?

"Are we going the right way? We should be out of here by now." Star said, touching the walls beside her to feel an exit.

"Maybe we're getting closer then we think, we just have to keep moving." Scootaloo replied, also touching the walls for an exit.

And just as Scootaloo finished her reply, Sweetie Belle saw a light to her right. A faint light, but a clear one and it was pretty close to them.

"Guys, stop. I see a light over here!" Belle cried quietly, pointing to the light she was looking at.

The other Crusaders stopped moving and looked towards the light Sweetie was signaling to.

"(Gasp) Great! Let's roll!" StarShine declared, walking fast towards the light.

"Wait. We don't want to get caught, so let's take this slowly." Sweetie replied, walking slowly to the light.

The others followed just as fast and turned off their flashlights. Once they reach the dim lit exit, StarShine pushed open the door slowly, hoping that there were no guards. Surprisingly, the coast was clear for them. The fillies hopped out of the tunnel and crept onto the Silver painted walls, so they wouldn't be spotted if guards were nearby. Twilight mentioned that guards would be around, so they would have to play it safe.

"Okay, team. We should stay on the wall and sneak past any guards we see." Star instructed, looking around the hallway.

Star turned to her team mates and saw that they were now wearing spy outfits.

"Where did you guys get those?!" Star whispered, surprised at the sudden change of attire. "I want one, too."

"Then get it out of your saddlebag. There is a lot of stuff Pinkie Pie put in here." Scootaloo replied, referring to Star's bag.

Star blinked in confusion before chuckling quietly and pulled out her spy outfit from her saddlebag. She quickly threw the outfit on and posed to her friends, then thought of something. Star looked in her bag again, and pulled out a Feather boa and earrings.

"These will make me look great. In fact, _faaabulous_." Star said, putting on the accessories.

"Ugh! Star, we don't have time to play dress up." Apple Bloom replied in whisper as Star finished putting on the earrings and boa.

"Ah... Oh, Right, let's roll."

The team walked through the hallway, looking out for any guards that might be close by as they went, but to their horror, Sharp Iron was nearby, reading some papers while walking through the halls. The fillies hid in the shadows as fast as they could before Iron could spot them. Sharp Iron looked around the halls to see if he was alone and saw nopony in sight. Iron shrugged, and went on his merry way. the Crusaders sighed in relief and continued their journey, still keeping an eye out for guards along the way.

Down in the dungeons below were the two Alicorn mares, resting on beds more uncomfortable then the ponies in room 127 that's a little higher up. One of them was a familiar Ruby, Emerald and Sapphire mane and tailed, White fur coated, tall mare that is one of the Former Princess's and co-ruler of Equestria; Celestia. Her Dark Blue Mane, Tail, fur and eyes Sister was sound asleep on a bed next to her, snoring lightly. Celestia, however, couldn't sleep.

Since the day that Trigore took over Equestria, and enslaved her ponies; she hasn't been herself, either. You could say that she was being more quiet then Fluttershy at least, and that's saying a lot. Since that day, she and her Sister have been prisoners in the dungeons for months without end.

It was torment. It was painful. She and everypony else was betrayed by Sharp Iron, and Phoenix Burst failed to prevent this from happening. She wasn't angry at Phoenix in the least, but she did feel let down. She knew he tried his best, but it still hurt her inside a little that he failed. And not only her, but Aquario, too.

Aquario was his little baby, and just thinking about that poor colt made Celestia's stomach hurl. Phoenix's reacting if he found out about Aquario. Celestia just laid on her bed, staring straight at... Nothing. Her face looked frozen like Ice, and she had bags under her eyes.

She was tired, but not tired as in sleepy, but as in tired of this imprisonment. This horrible world that used to be Equestria. There wasn't much she could do though because the miasma would kill her. She couldn't use magic because Trigore sealed it away, and she didn't want to look like an angry mule, breaking out of jail by kicking the doors down.

No offense, mule.

"None taken, Author." A random mule replied from another cell. "MMMOOOOO!"

... A mooing... Mule... Right, got it... I think. Okay, no more breaking the forth wall in this movie.

Anyway, Celestia looked over to Luna. She once told her that she felt something bad happening in a vision awhile back. Celestia needed to ask if this is what it was.

"Luna? Hey, Luna?" Celestia said, tapping on Luna's head.

Luna snorted before opening her eyes, then yawned. Celestia moved back and let Luna get up.

"What is it? I'm tired." Luna said with a yawn.

"I know, but I need to know something."

"What?"

"... That vision you had awhile back about something terrible happening... Was this what you saw, Sister?" Celestia asked with concern.

Luna suddenly became tense. She wasn't expecting her sister to ask that now. Celestia must have just been joking.

No. She had been more serious then ever, even more then when they had to seal away Discord.

"... This was a part of it... But the real danger has not begun yet. It is not time for it right now, yet I feel it's presence approaching." Luna answered.

"... Okay. You can rest now." Celestia said before laying back down on the uncomfortable mattress.

Luna laid down, and closed her eyes. Celestia went to sleep, while Luna remained quiet. She couldn't fall back to sleep. The first time was hard, and this it was impossible. The thing was... Why?

Back with The Cutie Mark Crusaders; their exit wasn't too far for them now. They just had to pass the hallway they were currently in and they were out. There were a few guards near the next turn the fillies had to take and they had to sneak past quietly. One of the guards turned their searchlights over to the Crusaders, but before the light could shine upon them, they ducked quickly. The guard groaned as he saw nothing there and walked away to another part of the hall, away from the path the fillies needed to take.

"Thank ya kindly, sir." Apple Bloom whispered sarcastically. "Now let's keep movin', y'all."

The others nodded and continued walking towards their exit. Star took a peek at the path the guard took to see if he was coming back. To their relief, he wasn't. With a sigh of relief, Star signaled the others to follow her again, leading them to the path they needed to take.

"Thank Celestia we haven't been caught yet. It seem like we'll get out of here without any trouble." Scootaloo said, moving away from the wall and out into the open. "In fact, I don't think we need to hide anymore."

"No, Scootaloo! Come back here!" Star whispered harshly, urging Scootaloo to come back.

"Why? We're perfectly fine in here, and there's no guards around to catch us."

"Scootaloo, we promised we would stick together, and remain in the shadows. Not be in the open where ther can see us. Now come back over here."

"(Sigh's depressingly) Fine." Scoots bluntly replied, walking back to the group.

Suddenly, a door opened. The fillies flinched in fear, and Scootaloo rushed over to the others before the pony coul show himself from behind the door. To their horror, Sharp Iron was there and he was looking straight at Scootaloo now. The way he was staring really crept them out.

"... Girls... Why are you four out of your room?" Iron asked as if he didn't care if they were escaping or not.

"... Well... We-"

"We're going out to find Phoenix Burst, and there is nothing you can do to change our minds." Star answered for Apple Bloom.

"... What she said."

"... Well then, good luck." Iron said, surprising the girls.

"Whoa whoa whoa whoa whoa whoa whoa whoa whoa whoa! Did you just say-"

"Yes. I said "Good luck". Go on and find him. I don't care. I just don't think you four can make it back alive, with or without him." Iron interrupted, snickering as he finished saying that.

"Well I think we can. If it was only one or two of us, then we wouldn't stand a chance, but three or four can make a difference. We're going to bring Phoenix Burst back, wither you like it or not." Star declared, wrapping her hooves around Apple Bloom and Sweetie Belle's necks.

"... Heh, we'll see." Iron replied before walking away. "Heh. You are one sophisticated little mofo."

The fillies were still a little creeped out by him, but then a question came to mind in their heads.

Was he going to expose them to Trigore, or was he on their side? And was he even concern about why StarShine is even wearing a feather boa and earrings?

They really hoped he was on their side, but it wouldn't be surprising if he wasn't. The fillies regrouped onto the path set for them and continued towards the door nearby. Noise's could be heard in some of the rooms next to them, but they just kept on forward like it was nothing. Once the team got to the exit, a set of double doors blocked their path, preventing them from getting through.

"Hm... A switch or something must be nearby somewhere." Belle said while looking around them for something they could use.

It was going to be morning soon, and they needed to get out before the guards caught them. The team searched desperately for a switch or a lever to open the doors, but found nothing of the sort.

"Argh! I can't believe this! There's nothing to use, and what if-" Scootaloo silenced herself as one of the doors from another room creaked opened, revealing a guard coming out. "Oh no!"

The guard turned to them and gasped. He didn't expect four fillies to be escaping at once, and he was going to be fired if he let them escape.

"Hey guys, over here!" the guard shouted so the others could come to him.

"Oh no! We're trapped!" Apple Bloom cried in fear.

"We have to find a way out of here!" Sweetie Belle added, just as scared.

Just then, the doors opened behind the girls, revealing a certain Gray Pegasus, carrying mail in her saddlebag at the door. Her eyes looked like they were looking in two place's at once.

"... Oh hi! I came to deliver these letters to a certain somepony!" She said, adding some excitement into the word "Somepony".

The fillies rushed past her and thanked her as they ran away, getting a wave back. The guards knocked down the mare and rushed past her too. The fillies ran around the courtyard, searching for a place to hide when it hit Scootaloo. Near a tree by the fountain, there was a secret tunnel they could use to escape.

"Well that's convenient." Scootaloo muttered to herself. "Girls, I know a way out of here! Follow me!"

The others nodded and followed Scoots lead. She lead them to the courtyard where the tunnel was and circled the fountain, just so the guards could lose them. She didn't want them to know about the tunnel, so this was the only way to do so. Scootaloo then lead the girls to a bush to hide since the guards seem to have lost them, and waited for them to go away.

"Where did they go!?" One guard managed to say in his obviously out of breath state.

"I don't know! Keep looking! They're around here somewhere!" Another guard replied before they split apart to look in different area's.

"YES SIR!" The other guards shouted in unison.

"Good, they're splitting up. We better sneak past them again. The tunnel is over there." Scootaloo said, pointing to her right.

"Alright then, come on." Star replied, leading the team towards the tunnel quietly.

All of the guards were over on the other side of the fountain, searching for the fillies there, but couldn't find them so far. One of the guards shook her head in denial and went over to the side were the girls were sneaking to. Sweetie Belle caught on to this and tapped the ground so only they could hear.

"Girls, stop! One of the guards are coming!" She whispered frantically.

The others flinched in fright and laid down. The guard searched around the bush's and under seats, hoping to find the fillies, but found nothing yet again. Apple Bloom stuck her nose on a leaf and was going to sneeze until StarShine and Sweetie Belle covered her mouth and nose. The guard swiftly turned around in alarm to see if the girls were there, but to his dismay, they weren't.

"Arg...! This is becoming pointless! They aren't here anymore..." The guard said as she walked away from the area.

The fillies sighed in relief and continued to the tunnel. Like Scootaloo said, this might be their exit. When they pass this tunnel, there is no turning back.

"Girls, you all ready to do this?" Star asked, not really too sure about this herself now.

"... I am." Sweetie Belle replied, pretty sure of herself.

"Ah am too. All of Equestria is countin' on us to bring Phoenix Burst back, so we have ta be ready for this." Apple Bloom added, also sure of herself.

It was only Scootaloo left, but strangely she wasn't as confidant as the rest of them. She actually seemed to be nervous.

"Scootaloo, we're just as scared as you are, but Equestria is counting on us. The four of us agreed to do this together and we're going to do what we said we were going to do. We're going to bring Phoenix Burst back home, together." Star explained with a hoof on Scoots shoulder.

"I-I know but... Alright. Let's do this." Scootaloo replied, finally getting the courage to continue.

And with that, the girls hopped into the tunnel one by one. the group of ponies from the bedroom watched in fear as the Crusaders almost got caught, but luckily escaped. Everypony sighed in relief and went back to bed while Twilight sat on the floor, still looking out the window and muttered a "Godspeed" to them before falling asleep there.

Back with Phoenix Burst; It was another bright, cloudless day for him in the forest, perfect for scavenging food and collecting wood. Phoenix slowly opened his sleepy eyes, and stretched his legs, then got up on his hooves and hopped up and down 20 times, getting himself into shape.

He had a feeling that today was going to be a long day.

"This is going to be a long day... I better hop on it then." Phoenix said aloud as the birds chirped from outside the cave. "_I hope I don't have to eat worms again... Urg, just gross! I'd rather starve then eat them again!_"

Phoenix then did some push ups for a few minutes before getting his saddlebag and headed out of the cave. Outside was as sunny and beautiful as he thought it would be, and perfect to find breakfast I might add. A few birds flew past Phoenix, chirping in a melodious tone, while other woodland creatures scurried around, collecting acorns from off the ground, pulling worms out of the ground, and many more. It was quite peaceful here in the forest, almost like... Home...

While Phoenix searched around trees and on bush's, memories of his time in Equestria invaded him, causing him to lose focus on the berries he picked and wood he collected for firewood.

He was still pretty homesick and he was going back like he promised, but with the time not being right yet, he couldn't return today. Soon, but not now.

Just when he was about to pick up some vines to use as rope, a strange vehicle sound could be heard not too far from him. But why was there a vehicle in the forest? Phoenix put a hold to his scavenging and dashed towards the source of the noise.

On the other side of the forest, where the source of the noise was coming from, a group of Monkey and Gorilla bandits were camping out in the woods, laughing and talking about stuff that they stole before and how some theft's were too easy for them. There were about 50 of them tops. About 10 of them were putting some captured animals away in cages, 10 more were still setting up the tents and hand bags. And last but not least, 10 of them were out collecting wood for fire. The firewood collectors had went kinda far into the forest away from camp, but at least they weren't lost... Yet.

One bandit wandered away from the group after finding a pile of wood by a tree surrounded by Blueberry bush's while the others continued to look somewhere else.

"Heh. After we get these firewood, I wonder what the boss has in store for us with those little critters. Mmm. I can smell the baby bird stew cooking now." The bandit said, licking his lips as he spoke.

Someone however, or should I say "Somepony" was watching him from up the tree, listening to every word that came out of his mouth. A quiet, but angry growl came out of Phoenix's muzzle as he watched the bandit take his wood. Phoenix was about to jump out of the tree, when a bird flew out, ruining the element of surprise.

The bandit stopped collecting the wood, and watched his surroundings carefully, hoping he was alone. To his surprise, a Brown and Orange tail was spotted near a birds nest.

"Who's there!?" The bandit asked aloud, frightening the Unicorn inside the tree.

Phoenix groaned in annoyance and hopped out of the tree. A sparkle of happiness flashed in the bandit's eyes as he stared in awe at the Crimson Red Unicorn standing before him, giving him an angry glare. He was to focused on to magical creature before him to notice that he was about to be bucked in the face.

"Wow... This... This amazing creature looks good enough to eat... Even for seconds if there's enough..." The bandit said in a trance, dropping the wood he collected.

"Argh, I'm not that amazing, you idiot. There are other Unicorns where I come from, but I'm not going to-" Phoenix replied before feeling hands on his flank. "EEK! DON'T TOUCH ME THERE!"

(KICK!)

The bandit flew straight into the tree and fell unconscious. Phoenix picked up his wood and walked towards the bandit, keeping up his guard in case somepony try's to attack him. With a light tap on the head, Phoenix checked to see if the bandit was going to wake up anytime soon, but it seemed that he was totally out cold.

"... Oops...?" Phoenix said before noticing a key in the bandit's pocket.

Phoenix curiously pulled the coat back to see what was in the bandit's pockets. This bandit had a lot more then he should carry with him. There were stolen jewels, emergency supplies, cloths and money in many different pockets. This angered Phoenix that these bandits were stealing from others like this and took the key he spotted before. He couldn't say much about everything else, so he left them with the bandit.

"You shouldn't be stealing from other ponies. It's totally wrong and you might make a bad image for yourself that way." Phoenix told the knocked out bandit before walking away.

Instead of going back to the cave, Phoenix decided to see where that bandit's camping site was. While looking around; there were loads of trees and bush's, burned and cut down by somepony, or maybe a group of someponies that live around the area. Homes were destroyed, shattered, and broken by Hooves/Hands and Fire. Injured animals also filled the holes of the ground around Phoenix and even some in broken trees, limping and whining in pain from their injuries.

This must have been a village lot's of people used to live in.

"These poor animals... Who could have done such chaos to such innocent creatures?" Phoenix asked, looking over at the ruined village. "This is almost like humans building cities near or in forest areas, shortening the wild life just for themselves. I wish I could have helped these animals..."

Phoenix then spotted a baby Blue Jay with trash stuck to it's right leg and wing, and trotted over to help it.

"Hold still, little one. I'll help you out." Phoenix told the whimpering baby.

Phoenix's horn began to glow it's Light Red aura, and it zapped the trash off of the bird, freeing it before he checked it's wing for any injuries.

"Hmm... You seem to be just fine now." Phoenix said, getting a cheerful chirp in reply. "Heh heh, yes. Chirp chirp to you, too."

The Blue Jay got up and flew around Phoenix's head three times before resting on his head, then chirped happily again.

"Oh, you can't stay with me, Blue Jay. You need to go find your family and be with them." Phoenix told the Jay while taking it off his head. "I only came to help you with your problem, and now I need to go, "Little Blue Jay". Take care of yourself."

And with that, Phoenix continued on to the source of the racket, leaving the Blue Jay to find her family. After about a few minutes of wandering around the forest, a couple of voice's not to far off, grew closer to Phoenix then he expected. Phoenix quickly hid in a bush to keep out of viewing range, and watched a couple of Monkey bandits drive by in a vehicle that looked familiar to him.

A truck.

"Hurry along, guys! We're almost there, and I hope that little brat is being quiet, or else we'll have to... "Teach" her to stay quiet!" One of the bandit's told his buddies while driving the truck.

"Sure, but if we're right here, then why did you say "Hurry along"?" Another bandit asked.

"... Because I did, now be quiet, and keep that annoying prisoner quiet, too!" The driver yelled his answer.

"HELP ME!" A female voice screamed in distress.

"QUIET!" The driver shouted to the prisoner.

"_Somepony is being held as a prisoner!? I better go help her out._" Phoenix said in his mind as he got out of the bush and dashed on to the camp site. "_Heh heh. Time to crash their little party!_"

Meanwhile somewhere in a desert, The Cutie Mark Crusaders are currently walking through the hot sands that makes the desert. They were tired to no end. It was close to nightfall, but not close enough for these fillies. Sweetie Belle and Scootaloo looked like they wanted to give up and head back to Canterlot, while StarShine and Apple Bloom thought otherwise. It would be too soon to give up on their search right now, and they promised they'd bring Phoenix back with them when they go back.

Apple Bloom pulled out a water bottle and opened it to have a drink, but when she put the bottle in her mouth; nothing came out.

"Oh no! Ah'm outta water!" Apple Bloom cried frantically, dropping the bottle onto the sand and laying down in defeat. "Ugh! I can't go on..."

"Yes you can, Apple Bloom. We all can, but we just need to... Preserver. We're going to... Make it out of this... Desert." StarShine replied, just as tired as her friends were.

Scootaloo and Sweetie Belle also fell onto the sand and gasped for air. Their vision was becoming a blur. They needed food and water. They needed it to be night so they could continue on. Scootaloo then saw a oasis in front of her and sat up instantly, happy to have finally found a resting spot.

"Look, guys, an oasis!" Scootaloo cried, running towards the small oasis that awaited them.

The others however couldn't see anything at all. There was nothing in front of them at all. Scootaloo was just having a hallucination.

Once Scootaloo got to the "Oasis", she jumped in the air and landed in the water, or should I say "Sand". Scootaloo blinked in confusion and felt the ground below her, finally realizing what it really was.

"Aww... This is just great. We're never going to make it out here." Scootaloo complained, letting a tear out as she said those words.

"No... No Scootaloo, we are, Just don't give up. Nightfall will be soon by the looks of things, so lets rest here for now." Star suggested as she took off her saddlebag and laid it in the sand.

The others just nodded and put their saddlebags down, too. It's been about an hour of resting before a small group of vultures could be heard, circling above the fillies. Sweetie Belle lifted her head up to the sounds that could be heard above them and readied her magic to attack the vultures, but Apple Bloom put a hoof on hers, getting her to stop. Belle dropped her head onto the sand again and groaned as the vultures only got louder.

"_... I'm seriously going to knock them down if they don't be quiet..._" Belle thought before groaning again.

"Stop groaning, Sweetie Belle." Scootaloo said.

"Sorry."

Meanwhile back with Phoenix Burst, our hero is standing atop a hill near the camp site, looking down at bandits that were surrounding the area. the bandits that ponynapped the female pony or whatever she was hid her in a tent that had two guards blocking the entrance inside. It was close to nightfall, so Phoenix may have to rescue her during the night.

Sadly that would mean having to listen to horrible Scottish music for awhile and watch monkeys and gorillas dance.

"Argh, this is going to take awhile. Better take a nap right now." Phoenix said, laying down in the soft Green grass under him and closing his eyes slowly.

An image of his friends flashed by one by one, starting with Sharp Iron and stopped at Twilight Sparkle before fading away, leaving him to feel a little more lonely. He missed home and his friends terribly and he wanted to see them again, but it wasn't time yet to him. Whatever they were doing right now, he wished he was there to join in the fun... Phoenix opened his eyes again, and saw a daisy in front of him, blooming with life as it faced the sun.

Phoenix just sat there, staring at the flower before him, then thought about a few days after his birthday, which was totally ruined by the Enigma, a mysterious virus that kills the infected person after a week or less, that infected him.

(Flashback of Chapter 16. Phoenix Burst aka David's P.O.V.)

_Back when I was infected by the Enigma, and the "Real" me was asleep in that hellish nightmare, the "Dream" me couldn't sleep at all because of the feeling of loneliness. I couldn't believe I was infected by the Enigma again, and on my birthday to make things worse that day. A day that was supposed to by my day of peace, and having fun with everypony turned into an unwanted nightmare. I was thankful that Sharp Iron had that great idea of using Terria to enter my mind with her "Smoke Screen" ability, but I was still on my own from the inside of myself. Using my friends to navigate me was great too, but none of them had to suffer the things I had to, and I nearly died._

_"Phoenix Burst?" I heard Twilight Sparkle call my name, getting me out of a trance I was in during my Enigma nightmare._

_"... Yeah?" I answered, looking up at nothing, but could hear Twilight's quiet, caring voice._

_"Are you having trouble getting to sleep?" She asked me._

_"... A bit. Just... Thinking about things right now. You know... My sleeping form may have you all with him, well, Me... But in here, This me, I'm still by myself... And there's nothing I can do to change that. I may have all of you helping me through these trails, but I'm still in here alone. I haven't felt like this in a long time, and was when I was really young." I answered, feeling kind of hurt in my chest._

_"... Phoenix. Even though your in a dream, you still have all of us right there with you, You just have to see, and feel it. You've told me the same thing once... And now it's your turn to do the same for yourself." She told me, putting a hoof on my real body, which I felt in my nightmare state. "And besides, a dream is still a dream. You have control over it."  
><em>

_Dream... Nightmare... Can I even call this either of those? I don't want to, but I have nothing else to call it. _

_I put a hoof on the spot where I felt her hoof and frowned. I wasn't frowning because of Twilight's gentle touch, but because of loneliness. Slowly it was being lifted, thanks to Twilight's words, but a piece of it will always remain. Well, maybe it's because I don't want it to yet._

_Maybe because it's something that can't be taken away._

_I don't know.  
><em>

_"Twilight, I'm just not sure... I'm... Really scared... Me being brave right now is just an act. I'm really being brave outside of my head, Facing Cybrans, dealing with Sharp Iron's silly antics, and even helping others through their fears and pain. But in here... I'm beginning to feel what I think about. I don't get much rest at all because of having to protect others, and keep Cybrans from causing chaos, I always have to fight somepony or something for our survival, I have to help all of you with all of your problems... But mine never seems to fade. It's like some endless cycle. They always grow, I grow with it, but then when I feel like I've become one with it, it changes again. and I'm starting to feel... Powerless to the thought of it. I feel... A bit of fear rising in from the pits of my soul, and I want to control it... But I can't. Not now." I told her as my heart beat was rising while hearing nothing come from Twilight after that explanation. "... Twilight?"_

_"... Oh, Yes?" She replied, seemingly waking from a daydream._

_"... Do you... Think I'm a scaredy pony or something? I know Sharp Iron would say something like "Oh, he's so scared, I think he's even afraid of a little, tiny filly, or even a harmless butterfly", but do you-"_

_"No Phoenix. I think your one of the bravest stallion's I've ever met. I've never seen somepony fight as bravely as you do, and especially for his, or her friends. You may be afraid of things that's happening to you, but your facing them head on. Your the Element of Courage, so you show much bravery, even when things get too rough, or way too hard to handle. In fact, I don't even think Princess Celestia would face a scary looking mask thing by herself while trying to pull herself out of a pit of lava. I really like you, Phoenix." Twilight explained to me before silencing herself for telling me that she liked me._

_Maybe it was just a mistake she made because she took her hoof off of me instantly when she said it._

_"HUH!? You what?!" I exclaimed quietly so I wouldn't wake up the others from their sleep. "Y-Y-Y-You..."  
><em>

_"I-I didn't mean for that to come out. I'm sorry. It was a mistake, really! Just forget about it! I was just being absent minded!" She replied frantically._

_"I-I-IT'S OKAY, TWILIGHT. I'm n-not mad or anything, so just keep calm. Like you said, it was only a mistake." I told her reassuringly while waving my hooves in defense._

_But inside, if she really meant that, then I should come out and tell her too. But then, a feeling rose in me. I couldn't tell her yet. It would be way too soon, and besides, we're just friends._

_Wait, are we just friends? At least, I think we are.  
><em>

_"... Twilight... I... Like you, too. As a friend, I mean, nothing more, nothing less!" I added, still waving my hooves frantically._

_"R-Really? O-Okay... Um... Well good night, Phoenix Burst. I'll see you... In the morning." She replied, stuttering a bit._

_I just shrugged and laid down on the bed I was on, but before I could close my eyes, I felt a pair of soft, tender lips kiss my left cheek, my real cheek. My real and dream face's felt hot from embarrassment and I touched it softly, feeling the lip gloss from my real cheek._

_"... You know I felt that, right? Thank you, Twilight Sparkle." I told her with a grin on my face, which she couldn't see._

_"Oh, stop it, you silly stallion. Good night, Phoenix Burst." Twilight said after she giggled softly, which made me smile a little more._

_I didn't know if she saw it, but my real left ear rose before she giggled, which was why I heard it. I wouldn't have heard it if I hadn't._

_"Good night, Twilight Sparkle." I replied before closing my eyes and drifting of to sleep._

(End of Flashback. Noponies P.O.V.)

Phoenix Burst broke out of his daydreaming after the flashback ended and sat up straight, seeing if it was night yet. It wasn't night yet, but sunset. The sky looked as beautiful as it did in Ponyville with it's colorful shades of Indigo, Blue, Green, Yellow, Orange, a bit of Pink, and Red. Even some lines of White were shone that he never seen before. It was almost like looking at Rainbow Dash's mane with it's beautiful colors too.

A little to the left was a cloud in the shape of three Balloons, and another shaped like three Diamonds. These looked like reminders of Pinkie Pie's and Rarity's Cutie Marks to Phoenix.

On a tree behind Phoenix, an apple fell down and rolled towards him. Phoenix looked towards the apple and it suddenly reminded him of Applejack. Three Blue butterflies flew by Phoenix, heading towards the sunset sky. They reminded him of Fluttershy.

This was only making him all the more homesick and lonely because everything that was reminding him of home made him feel like he was never going back. He promised he would, but he has to wait a little while longer. There was still something he had to take care of before he could go home, and be with his friends once again.

A few hours later, it was finally nighttime in the desert and the girls were happy about that, but their hunger grew from all that waiting. The fillies continued their traveling in a straight line instead of being random. They looked like they've rested, but hungrier then before and had nothing in their bags to eat. Apple Bloom looked as if she was about to stop walking and rest again, until she spotted somepony in the sand, badly beaten and unconscious.

"(Gasp) Oh no! Ah see somepony over there, and she looks like she got beat up." Bloom told her friends while rushing towards the pony's aid.

"Hold on, we're coming!" Scootaloo cried as she and the others join Apple Bloom.

Apple Bloom breathed heavily as she got to the pony in front of her and pulled the hood of the cloak she was wearing. To her surprise, it wasn't a pony at all, but something else entirely. She looked like a bear cub, but with curly hair and a long tail. He or she had Pink and Purple fur and and injuries on it's back and head. It also seemed a bit bigger then a cub would usually be.

"This isn't a pony..." Sweetie Belle said, confused of the creature that laid on the sand.

"It looks too big and... Grizzly to be a pony." StarShine added, receiving glares from her friends. "... What?"

"Well, we should help her. Maybe there is a village nearby that we can rest in." Scootaloo suggested as she and Apple Bloom picked up the furry thing.

The thing sniffed the scent's of the fillies and sneezed on Sweetie Belle, getting nose snot on her.

"EEEWWW!" Belle screamed, waking up the furry thing.

"W-Wha...?" The thing murmured half tiredly while looking at the fillies in front of it. "Oh... Hi there."

"Hey there. Are you O.K there, sir?" Sweetie Belle asked the giant furry thing while still getting the snot off.

"Well of course me is. I always fine!" The thing answered, sticking out a paw for a hand/hoof shake. "I named Gilbert."

"Um... Hi Gilbert. I'm StarShine, and these are Apple Bloom, Sweetie Belle and Scootaloo." Star kindly replied with a hoof shake. "So Gilbert, we need your help, if you can help us."

"What do pony need?" Gilbert asked.

"We're kinda lost out here and we're pretty hungry. Is there a village or someplace we can rest at, y'all?" Apple Bloom asked, touching her growling stomach.

"Oh, hungry? Hmm... I know! Follow me." Gilbert wiggled his fingers and walked farther into the desert, signaling the Crusaders to follow him to somewhere safe.

The fillies shrugged and followed Gilbert through the desert. About a few hours later, dim lights could be seen in the distance and small buildings could also be seen through the sand storm the group were in. Even though the Crusaders looked tired, they were every bit of happy and relieved as a pony could be.

"We almost there. Just a little more to go." Gilbert announced in a happy tone.

"Great, a place to finally rest and eat." Scootaloo stated tiredly.

"That's right, Scootaloo. We're almost there, just hang in there." Star replied, keeping her friend on her hooves.

Back in the forest with Phoenix Burst; all of the bandits of the camp site were finally sleep, and it was time for Phoenix's rescue mission to begin. The guards at the prison tent were still awake, so Phoenix was going to have to play this carefully. Phoenix hid in the shadows of the others tents while more guards walked by with search lights, keeping himself hidden while getting closer to the tent the female somepony was in.

When he finally got there, Phoenix sneaked by he guards and pushed their head towards each other, knocking them out.

"... Heh, that was way too easy." Phoenix said, smiling to himself before hearing somepony sobbing inside the tent. "I better get in there and free these prisoners now."

Phoenix walked over the guards and pushed the blinds open, revealing the inside of the tent. Inside were cells full of prisoners, wanting to be freed. Some were sleeping, some were holding onto their heads while sobbing quietly. The pony he was looking for was crying in the corner of the tent, behind most of the other cells.

"Don't worry, here I come." Phoenix whispered to the prisoners. "_I need to find a key or something to free all of the prisoners. There should be one close by..._"

And in a matter of seconds, a key flashed into view. It swinged slowly in the air like it was being held by somepony, but that wasn't going to stop Phoenix from doing his job. Phoenix mindlessly walked up to the key and lifted a hoof towards it, but to his surprise, a guard was holding onto the key.

"I should have known some little critter would try to- KYAH!" The guard screamed in pain from the kick in the crotch he got from Phoenix.

"Yeah yeah, I was expecting you too. You just surprised me is all." He said before taking the key. "Thank you very much. Now to free these guys."

"My under parts..." The guard murmured painfully while holding his crouch.

Phoenix used the key on the cells that were near first, freeing the prisoners from them. The prisoners thanked Phoenix and left the tent while he continued freeing the others. Phoenix finally got to the female prisoner who was captured today after a minute and took a closer look at her. Phoenix was surprised to see another baby Dragon, let alone a Dragon that looked alot like Spike the Dragon who was crying.

"_Spike...?_" Phoenix questioned to himself, but upon looking closer, saw that this Dragon looked different. "_This Dragon looks so... Similar to Spike..._"

She must have been Spike's age too by the looks of her, to Phoenix's point of view that is. She was a lighter Purple colored Dragon with Sky Blue hair hanging to the sides of her shoulders, a Crystal bracelet with a heart shaped Ruby as it's crest. She was also wearing a Brown torn up dress with a strip pattern around the bottom of it and some parts of it were soaked in tears.

"Hey there, little girl. What's your name?" Phoenix asked the crying Dragon.

"... Why should I tell you that? Are you going to eat me like the rest of the prisoners that used to be here before all of them? Or are you just going to-"

"I'm not here for any of the above. I'm here to rescue you. I freed the other prisoners already, so your the last one." Phoenix interrupted the Dragon, holding the key up to show her he's telling the truth.

"(Gasp) Oh thank you kindly, sir!" She replied happily, relived that she had someone to trust. "Um... What's your name, mister?"

"... I kinda asked you the same thing just a moment ago, but I guess I'll go first. Whatcha see is whatcha get, just a guy who loves adventure. I'm Phoenix Burst." Phoenix answered as he opened the cell door, freeing the Dragon girl. "So what's yours, miss?"

"... Kala, mister Phoenix." Kala answered as she jumped out of the cell, and onto Phoenix's back. "Again, thank you so much."

"You got it, now let's get out of here." Phoenix replied.

Just as Phoenix used his magic to open the blinds of the tent, a bandit jumped in and punched Phoenix into one of the open cells.

"ARGH!" Phoenix screeched as he hit the bars of the cell. "Where did he com from?"

"Oh! So yer the one who's been freein' our food, huh? Well ah guess ah'm goin' to have ta teach y'all a lesson." The monkey bandit told Phoenix before closing the cell door.

The bandit then walked over to a wall where the key's were hanging, waiting to be used when the bandit didn't see the key he needed to lock the cell.

"Oh! Where is the key? Ah need that key! Ah need that key! Ah need that key!" The bandit shouted while stomping the ground like a child.

"_(Gasp) That's the monkey that kidnapped me!_" Kala exclaimed in her mind, realizing that he was her kidnapper. "Phoenix, he's the one that took me from my home!"

"Got it!" Phoenix replied, jumping out of the cell and landed behind the bandit. "So it was you that i heard earlier, huh? Your going to pay for what you've done."

Phoenix lifted the bandit into the air, and threw him into the cell he was thrown in. Kala ran over to the cell and locked it hurriedly before the bandit could reach the door.

"OH! Let mah out of hea!" The bandit screamed in frustration, shaking the cell around wildly.

"Sorry, but your on time-out now." Phoenix jokingly replied as Kala jumped onto his back again.

"Yeah, you've been a very naughty monkey, and you need a time-out." Kala added with a giggle.

"ARGH!" The bandit screamed again as Phoenix and Kala left the tent.

Outside there was all of the monkeys and gorilla guards, waiting for Phoenix and Kala to show themselves. The bandits didn't move an inch, which caught the duo off guard. Before Kala could ask anything, the bandits moved aside for their leader to see Phoenix face to face. The leader was a female Black Panther in a pirate captain get up.

"O.K. I did not see that one coming." Phoenix said, looking towards the readers with a confused expression.

"So your the one who's been causing trouble in my camp? You seem to make big trouble happen for just a small, puny little Unicorn like yourself." The Panther said, insulting Phoenix. "And what are you doing with our dinner?"

"... One: I don't know if I'm supposed to take that as a compliment, or an insult, but what I do know is that what your doing is wrong! You can't just capture innocent animals and other creatures just to eat them or whatever! Two: Kala is not your dinner!" Phoenix yelled in reply, lifting his guard in case she or her crew attacked.

"Well that's not up to you, now is it? We live life the way we do it and we're going to have a Crimson colored reptile tell us otherwise. We do things our way and you do yours your way. If we eat living beings, we eat living beings. That's just how we live. If we capture living beings and imprison them, then that's what we do." The Panther explained, grabbing one of the freed prisoners by the neck. "I could just eat this living prisoner right now if I wanted to."

"Argh, but don't you know how wrong that is!? Your hurting innocent lives, taking families away from each other, and using them for your own desires! I can't believe that's how you think you should live life! There are many things in the world you can do other then take the chance's of others away from them! And about calling me a reptile! I'm a mammal!" Phoenix shouted in protest, scaring Kala a bit into holding him around his neck tighter. "Oh...! That kinda hurt, Kala."

"Sorry."

"Heh, like we need a little Dunce Bucket like you to tell us what is right or wrong about our methods. Boys, kill him!" The Panther yelled, ordering her bandits to attack.

The bandits charged at the duo with their weapons out, ready to slice them to bits while the prisoners ran around the camp in fright. Phoenix jumped over three of the bandits and knocked down a lantern, starting a fire in the camp site. The bandits jumped in surprise of the fire and joined the prisoners in running around like idiots, except for the leader that is.

"_Oh... Didn't mean to do that..._" Phoenix said in his mind, backing away from the fire.

"Oh, so you think your so clever, huh? You still have me to deal with, fool." The Panther muttered to herself threateningly while looking around for Phoenix and Kala.

"Where are we going!?" Kala asked Phoenix as he ran around, trying to find something to put out the fire.

"... Not sure, just looking for something to put out the Fire is all." Phoenix answered as he stepped in some of the Fire, getting a gasp from Kala. "It's okay, Kala. I'm immune to Fire, so it doesn't hurt."

"Really? That's awesome! No wonder your name is Phoenix Burst." Kala replied before seeing the leader of the bandits charge at them from behind. "(Gasp) Phoenix, the bandit leader is coming!"

Phoenix looked to his right and was punched in he face by the leader before he could get her into focus. The bandit leader then pulled out a slingshot and shot a acorn at Phoenix. It didn't do much damage to him, but it did confuse him a whole lot more then he was before.

"... Okay, what the hay? A slingshot? Acorns? Are you serious?" Phoenix asked, confusion filling his mind as he stood up.

"Well it's all that I could come up with other then cannons." The Panther answered, throwing the slingshot away in the fire and pulled out a sword.

"... I guess that makes sense. Come on at me, you witch." Phoenix said, readying himself for a fight. "Kala, stay back. This is going to get rough."

"Yes sir." Kala replied running towards one of the tents that wasn't burning.

Phoenix kicked the ground beneath him and charged at the bandit leader at full speed. The leader did the same and readied her sword as she ran towards Phoenix, ready to kill him. Kala watched as the two fought dangerously while the fire slowly grew, setting the other tents on fire. A search tower creaked loudly as it lend down towards Kala and the fighting duo, catching only Kala's attention. Kala yelped in fright and ran away from the landing spot. Phoenix caught onto this and pushed the bandit leader out of harms way, getting them away from the falling tower.

"Ugh! Hey, you alright?!" Phoenix asked her, waiting patiently for her reply.

"... Get off of me, you horse worm! I can take care of myself!" She replied rudely, pushing Phoenix off of her and picked up her sword again.

"Look, I just saved you! You could at least say "Thank you"!" Phoenix angrily yelled, getting back up too, and readying himself for a fight. "This blaze is getting out of control! We have to get out of here, now!"

"I will not leave my camp, you baffoon! I will stay here and fight!" The Panther replied before charging towards Phoenix with her sword raised to him. "Bandits, do everything you can to destroy this Unicorn! Don't let him escape!"

The bandits shouted a "Aye aye" in reply and readied their weapons, too. Kala ran to Phoenix and hopped on his back.

"We need to get out of here now, Kala!" Phoenix cried, running past he incoming bandits and dodging cannon balls.

"I got the prisoners out of here through that path over there (Points at a small opening in the wall behind the tent that the prisoners were crawling in)! We might be able to make it there if we can get past these guards and through that Fire ring!" Kala explained.

"I got it! Hold on tight now, because this is going to be a bumpy ride!"

Phoenix jumped over two bandits and landed on another bandits head. Then knocked him down on his face and hopped off. A few other guards tripped on the bandit Phoenix hopped off of and fell face first while the leader charged at the duo, dodging the fire that burned down the tents around her while staying on Phoenix and Kala's tails.

"Come back here!" She cried angrily, increasing her speed as she got closer to them.

"AH!" Kala screamed in fear, holding Phoenix's neck tighter then before.

"Don't worry Kala, we're almost there!" Phoenix assured her, increasing his speed too. "... (Looks back at Trebasa) Geez, you are just on fire, aren't you?"

Trebasa stopped running and looked at herself. The only thing that felt strange was... Her tail.

"What the!? AH! My tail!" She screamed, scraping her hindquarters on the rough ground, which also put out the fire. "Ah... Your going to pay for that! Bandits! After them!"

The prisoners meanwhile were pushing a bolder towards the hole they came from to seal the bandits and our duo in the burning camp site. Phoenix came closer to the fire ring that Kala was talking about and slowed his pace, surprising Kala.

"Why are you slowing down, Phoenix!? That Panther lady is catching up to us!" Kala screamed in fright.

"Well I have to slow down if I want to make this jump, Kala!" Phoenix replied, getting ready to jump. "Hold on!"

Phoenix jumped in the air, flying towards the ring of fire while the Panther stopped running, hoping he wouldn't make it. To the bandits surprise, Phoenix and Kala made it through the ring and jumped through their exit.

"NOOOOOO!" The Panther shouted at the top of her lungs.

Kala hopped off and Phoenix's back and helped the prisoners close the exit with the boulder. After they sealed the exit, the prisoners cheered for their freedom, and to Phoenix Burst for his bravery, and for freeing them.

"Oh, thank you kindly, sir!" One prisoner said.

"We are eternally gratetful to you!" Another one added.

"What is thy name of our savior?" Another asked.

"Heh heh. Please, everypony. There's no need to thank me. I just did what was right. The name is Phoenix Burst." Phoenix replied as all the freed prisoners crowded him. "Now I need to head home... You all do too. It's not safe here at all."

The prisoners replied with a "Yes, oh great Phoenix Burst" before leaving the area. Kala, however, stayed by the boulder and stared at him.

"... You need to go, too, Kala." Phoenix told her.

"... But I want to stay with you. I must repay you somehow. It's part of my Dragon code to serve the one who saved me from danger. Please. I'll do anything you ask." Kala replied, walking up to Phoenix and putting a claw on his left hoof.

"No, Kala. You need to go back to your family. They must be missing you by now, and are worried sick." Phoenix told her, rubbing her scaly head with his other hoof. "It's for your own good, Kala. Do it for me."

"But... (Sigh) Fine." Kala muttered sadly. "... Will I see you again?"

"I think so, if I'm around the neighborhood." Phoenix answered, rubbing the back of his head in response.

Kala gave Phoenix a hug, which he returned before heading home. Phoenix watched her leave with a smile, waiting for her to leave his sight before also heading back to his cave. The bandit leader and her henchmen meanwhile found a way out of the blaze and watched Phoenix leave, hate in their eyes.

"... "Captain Trebasa", should we follow him?" One of the bandits asked.

"... Yes... But not now. We'll find him... Tomorrow, when there's more light." Trebasa answered before a wave of fire blew across her face.

Meanwhile... Back with Gilbert and the Cutie Mark Crusaders, Gilbert made some food for the fillies to eat while they showered in his bathroom. Once they were finally finished bathing, the fillies went into the kitchen where Gilbert was waiting in and felt excitement bubble in their fuel tanks from the smell of freshly cooked food. The table in the dining room looked like it held a buffet sitting there, waiting for the fillies to dig in.

"Wow...!" Apple Bloom said in awe, drooling at the food.

"Oh..." Sweetie Belle added, drooling too.

"So... Much... Food..." Star also added, walking up to the table with wide eyes and drool dripping from her mouth.

"WAIT!" Gilbert yelled in alarm, stopping Star from getting closer to the table. "I still have to put finishing touch on Apples."

Gilbert wiggled his fingers over the apples for a second before taking a seat in a chair. He signaled the fillies to join him at the table with a welcoming smile. Instead of being polite and walking to the table, the Crusaders rushed onto their seats and began scarfing down whatever they could touch.

"... Wow, you four were really hungry, weren't you?" Gilbert asked.

"We sure were. Thank you ever so much, Gilbert." Scootaloo answered, then thanked him.

"Yes. Thank you so much, Gilbert!" Apple Bloom and Sweetie Belle added.

"Your welcome, ponies!" Gilbert cheerfully replied before taking a bite out of his apple. "So why were you in desert to begin with?"

"Well, a friend of ours was sent away because of a bet he lost, and because he lost, he was banished from our homeland; Equestria. Right now, our home is in big trouble because of the pony our friend lost to, and we can't fight him since he is our king now. We decided to go out and find him so he can maybe fix things since we are unable to, but we still don't know where he could be at the moment." StarShine explained with a shaky voice.

"Oh... So why can't you oppose this king of yours then?" Gilbert asked next.

"Because he summoned up some kind of miasma that prevents us, and our friends and families from defying him. If we try to resist, we get painfully tortured by the miasma. It's been like this for three months now." Scootaloo answered in Star's place.

"Y'all wouldn't happened ta have any kinda map or somethin', would ya?" Apple Bloom asked before taking another bite of carrot salad.

Gilbert shook his head and sighed sorrowfully. The fillies groaned in defeat and also sighed. An idea popped in Gilbert's head and he raised his head up, smiling at the fillies while they looked at him with a mix of confusion and fright on their face's.

"I think I have idea! Finish eating and I tell you." Gilbert told them before turning back to his food. "(Munch, chomp, burp!) Oh... Excuse me."

The pupil's of the fillies eyes became really small as they watched Gilbert eat, a little freaked out by how fast he could eat in just seconds. Gilbert just looked up after taking a bite out of his mashed potato and waved to them like nothing was happening. The Crusaders looked at each other and shrugged before going back to eating.

After they were finished eating, Gilbert lead the fillies into the living room and lit a fire in his chimney, making it warmer in the house. The Crusaders sat on the floor to listen to whatever Gilbert had to say with open ears.

"Listen, I don't know where your friend might be, but I've heard rumors of a forest not too far from here in the north. I'm not sure how far it is, but it's all I know of where he could be. If not there, then sorry for being of no use." Gilbert explained before going to a closet and pulling out some supplies for the team. "Here, I want you four to take these with you for your adventure."

"More supplies?" Scootaloo muttered in question.

"We're not sure if he will be there, but it's a good start for us to look. Thank you again, Gilbert." StarShine replied, taking some of the supplies, and put them in her saddlebag. "There must be a way we can repay you, Gilbert. We can't just leave without repaying you for your kindness."

"Oh no. I'm just doing this because it seems like so many are counting on your friend to save your home. My only repayment would only be that your homeland is saved, thanks to my help that is." Gilbert replied, waving his paws in defense. "Do you four think you should leave to find he or she now, or in the morning?"

"... I think in the morning would be a good time to set out." Sweetie Belle answered as she closed her saddlebag and set it near the other bags.

"I agree." Scootaloo said.

"Me too." Apple Bloom added.

"Then it's settled. We leave tomorrow morning!" Star announced joyfully.

"O.K then. I get sleeping bags for you now." Gilbert told the fillies as he left the room and into the hallway where the closet awaited him again.

In just a few minutes, Gilbert came back with sleeping bags for five and laid them out for the fillies. Everypony laid down on the sleeping bags and drifted off to sleep. The next day, it was time for the fillies to set out to the forest. The Cutie Mark Crusaders put on their saddlebags and headed to the front door after taking another bath and having breakfast, which they made themselves, and that kinda turned out... Never mind.

"(Inhales... Then exhales) Are y'all ready to do this?" Apple Bloom asked her nervous friends.

"We sure are, Apple Bloom. We have to be. Getting Phoenix Burst back is what we set out to do, and we are going to bring him back home, no matter what." StarShine answered.

"Yes. We said that we were going to do this, so we cannot fail our friends and families." Sweetie Belle added.

Just then, Gilbert appeared behind the girls and lifted four paper bags up above their heads and wiggled them to get the fillies attention.

"I got you four some lunch to take with you for your journey." Gilbert told them with a grin, turning his head in a 180 degree as he said it.

"Ah...! Oh, haha, Sorry Gilbert. We didn't see you there, and thank you again for everything you've done for us." Star replied, taking a bag and putting it in her saddlebag.

"Yes. You've been a great help to us." Sweetie Belle added, taking a bag too.

"We are in your debt, Gilbert." Scootaloo also added.

"Oh, don't worry you pretty little heads one bit. I happy to help ponies." Gilbert replied as Apple Bloom took the last bag.

Gilbert opened the door for the fillies and let then through. The CMC said their good bye's to Gilbert before heading off to the forest.

It's been a few hours since they left, but they made it to this forest that Gilbert mentioned, and the team was happy about that. This was a step forward in their journey, and they couldn't wait to see if Phoenix Burst was inside. StarShine took the first step, but didn't touch the the ground because Apple Bloom stopped her.

"Wait, let's go in together." She said.

"... You mean take the first step inside together?" Sweetie Belle asked.

"Sure. It will be fun." Apple Bloom answered with a quick nod.

"Well okay. Let's get in a line then." Scootaloo instructed, getting the group together in a horizontal line.

The team lifted their right hooves and slammed it on the nice, cool grass that came from the forest. The team lifted their left hooves and took another step into the forest, feeling the soft grass caressing their hooves. The Crusaders sighed blissfully as the cool air swept across their face's and continued on into the forest, enjoying the feeling of the nice air again.

It has been a long time since they felt this because of Trigore's conquest, and now since they're here in the forest, it kinda felt like home. Their real home, which is the old, peaceful Equestria.

This forest was almost like the Everfree Forest, but not scary at all. More peaceful and serene, like Fluttershy. All of the plants and animals were also a sight to behold. It was like being in a fairytale.

"Wow... Now this is why I miss home." Sweetie Belle stated in awe.

"Oh. So it's not because of your sister?" Scootaloo asked jokingly.

"Oh ha ha, Scootaloo. Of course I miss her too, but... It's the beautiful life Equestria had that I miss so much." Sweetie answered, taking a fallen leaf off the ground and showing it to the others. "Like this. Plants. Water. Air. Ever since Trigore took everything away, things have been..."

"I get where your coming from, Sweetie Belle." Star replied. "We all miss the old times, but isn't that why we're looking for Phoenix Burst? Because of that very reason? We're so close to getting all of that back, but we have to keep on moving."

Just then, a bunch of bandits appeared with their weapons out, ready to kill the CMC. The Crusaders screamed in fright as the bandits got closer to them.

Not too far away in the distance is a pony, jumping from tree to tree in a hurry to the location where he heard the screams.

This pony wore a Brown cloak to hide his identity, and a saddlebag made of wood and leaves. Through the cloak, you could see the Scarlet Red fur he wore on him and his Brown and Orange tail. His eyes were a Dark Aqua/Grass color and had a daring look to them.

He passed birds nests and jumped over sleeping owls while continuing his decent to the source of the raucous.

Back with the Cutie Mark Crusaders, the bandit leader, Trebasa Whitetail, readied her sword at StarShine while the other bandits held the other Crusaders captive.

"Any last words, my little pony?" Trebasa asked deviously.

Star let out tears as she was about to speak up, but to all of theirs surprise, another voice interrupted her.

"Hey there! Long time, no see!" The voice that belonged to none other then Phoenix Burst, said.

"(Gasp) PHOENIX BURST!" The Crusaders screamed for joy.

"You!?" Trebasa cried in anger.

"It's him!" The bandits added.

"Me...!? Geez. I sure did work up a crowd, huh? Maybe I'm just that... Hot." Phoenix joked, grinning at Trebasa. "Anyway... So it's you again, and your little group of baddies. Haven't you learned your lesson yet since our last meeting, cat lady?"

"Don't you ever just go away, you pesky little problem? Leave us be!" Trebasa answered, keeping her sword raised towards Star's neck.

"Well, you see... I can't do that. Those are my friends your trying to harm, and I can't let you do anything to them." Phoenix said with anger building up in him. "Now let them go, before I make you!"

"Why don't you do your worst then? You can't hurt me if you don't want any of your "Friends" to suffer fast enough." Trebasa replied, raising her sword closer to Star.

"Phoenix...!"

"Look, you wouldn't want to mess with me, lady. I could break that sword of yours, and wrap you, and your goons up together in just ten seconds flat if I want to. I'd let them go if I were you..." Phoenix threatened, getting himself ready to attack.

"And I'd leave if I were you, so run along now." Trebasa replied with half care for her words.

"Yeah, just run along now."

"Be quiet, fool!"

"... So you want to play that game, huh...? I'll give you from the count of three to let my friends go, or else I'll do exactly what I said I'd do to you." Phoenix began counting as the Cutie Mark Crusaders kept trying to wiggle themselves free. "One..."

(Oh, get a timer for this.)

"Heh, like you could do such a thing in ten seconds. Your just a puny little strawberry, and do you really think that you pose a threat to me? Boys, kill these little bugs, now!" Trebasa ordered sternly.

Her "Boys" however were getting a little freaked out by Phoenix, and some of the bandits did as he told them to. The freed Crusaders backed themselves to a tree while StarShine whimpered in fear of Trebasa.

"(Whimpering) Phoenix, hurry up!" Star cried.

"Two..."

"I don't have time for this, you nincompoop!" Trebasa replied, urging Phoenix to start attacking now.

"Ha ha, she said "Poop"."

"Oh, be quiet!" Trebasa yelled at the bandit that said it. "Now as for you, pony. It's time for you to say "Bye bye" to this world."

"You asked for it! Three!" Phoenix yelled as he jumped down from the tree, and pulled out some piece of vine to tie Trebasa and her buddies in.

First, Phoenix fell between StarShine and Trebasa, breaking her sword into tiny pieces. Then kicked Trebasa towards her bandit team, and wrapped them up in the vines. Then picked up the four Crusaders onto his back, and jumped onto a tree.

All of this in just ten seconds flat.

"Heh, looks like your all tied up! I told you I could do it in just ten seconds flat. You shouldn't underestimate me, Trebasa." Phoenix told the bandit leader.

"ARGH! You'll pay for this! You'll pay for this!" Trebasa shouted in anger, not even fazing Phoenix a little by it.

"Aw, but I don't have the bits to pay you. Sorry about that. How about I leave you a check?" Phoenix replied jokingly, angering Trebasa even more by it. "Hey, Cutie Mark Crusaders, let's say good bye to these baddies before we go, shall we?"

"See you later! (Blows raspberries)"

"ARRRRRGGGGHHHHH!"

Phoenix and the Crusaders left while the bandits screamed their loudest, only do so much as to hurting the ears of others in the area. The Cutie Mark Crusaders were happy that they finally found Phoenix after all the hard work they did to find him, but Phoenix wasn't really happy to see them for some reason.

Back in Canterlot, The Mane Six and the others were in the throne room, speaking with Trigore about the whereabouts of the fillies. It seems that the guards told him about their escape and he made them seal all secret passages. It's been about ten minutes of this conversing and the group of friends were already trembling and in much pain from the miasma.

"If you all don't want to feel anymore pain, then tell me; where are those fillies?!" Trigore asked, yelling the question with his staff lifted towards his subjects.

The group of friends were in too much pain to answer, but the miasma made them stand up and only Blitz would answer. It hurt him to even just talk to the Alicorn King, let alone stand in the same room as him, but he had no other choice.

"We don't know where they are at the moment! They might be hanging around in Ponyville, or they might be in Appleloosa, or Cloudsdale. Why don't you go look for them, stink breath!" Blitz Minder answered angrily, angering Trigore with the insult.

Trigore hovered his staff over Blitz and grunted in frustration, forcing the miasma in Blitz's body to torture him again. Blitz screamed in pain and fell to the floor, twitching as the pain subsided.

"Look, I don't like doing this to you. I really don't. You all entertain me in so many ways that it's bringing me to tears because of HOW MUCH I HAVE TO DO THIS! Things wouldn't have to be this way if you all would just obey my commands without hesitation! Now I'm going to ask you again; where are those fillies!" Trigore shouted in his booming voice, popping some of the ponies ear drums.

"WE DON'T KNOW, OKAY!? WE ONLY KNOW SO MUCH, BUT THE REST IS UNCERTAIN TO US! PLEASE, YOUR MAJESTY, YOU HAVE TO BELIEVE US!" Twilight Sparkle shouted in reply, getting a shot of pain in her body from the miasma too. "AAAAAAHHHHHHH!"

"Twilight!" The other ponies cried out through their pain.

"SILENCE! I'VE HEARD JUST ABOUT ENOUGH OF THIS! GUARDS, TAKE THEM TO THE DUNGEONS, NOW!" Trigore shouted again before the guards used their magic to lift the group in a magic field, then taking them to the dungeons.

"No! You can't do this to us!" FireBlaze angrily yelled, trying to free himself and his friends from the magic field.

"I can and I just did, now leave before I send another wave of miasma with you on your trip!" Trigore replied, turning to the window behind him as he finished his statement.

"URGH! YOUR GOING TO PAY FOR THIS! YOUR GOING TO PAY FOR THIIIIIIS!" Bass Rush shouted at the top of his lungs, hurting the already damaged ears of his friends.

Trigore didn't even flinch from the shout as he went to a nearby window, and observed everything below his castle. Things didn't look very different at all since the Crusaders left, in fact, it all seemed the same as ever. The sky was as dark and miserable as ever, the plants, dead animals, sick, poor ponies in pain from the loss of air in Equestria was also dying. This was making Trigore happier then anything right now, but inside he felt horrible.

The Cutie Mark Crusaders whereabouts though...

"Where are those little wretched fillies? I'm pretty sure those guards were trained to not let anypony escape. So how does four fillies outmaneuver an entire group of guards!?" Trigore growled angrily, smashing the throne with a talon in rage.

"_They might not be that... Disciplined yet. Maybe they need a little "Help" in motivation, so that next time they're trying to keep somepony from getting out, they might actually get the job done._" The demonic voice replied, giving Trigore in idea.

"Wait, I have an idea. Guards!" Trigore called, getting the guards into the throne room, while he sat in his throne again.

About at least a hundred guards came into the room at a time while some more waited outside the room.

"Your majesty, sir!" The guards replied in unison.

"I want all of you to patrol the towns from top to bottom. Don't let a single pony in or out of Ponyville, Canterlot, Appleloosa, Cloudsdale, anywhere you can think of. Nopony escapes gets in or out alive, not on my watch (Lifts his right talon, showing a wrist watch). Patrol 24/7 if you have to, just keep everypony in town as much as you can. GO!" Trigore ordered, shooting up out of his throne and pointed a finger at the door.

"Sir, yes sir!" The guards yelled in unison again before marching out of the room.

All of the guards gathered to the courtyard to have a meeting, lead by a While furred Stallion with at least three different Blue colored mane and tail, that is the Captain of the Royal Guard of Canterlot.

"As we all heard from his majesty, we must not let anypony in any of towns, or out! We must be vigilant, and agile. We must keep our eyes on every corner, every hole in the ground, and every, EVERY speck of dirt, even if we have to check twice! Now, spread out! Secure every town in Equestria!" The captain instructed the other guards before leading them outside the castle.

Thousands of guards left the castle at once, spreading out all over Equestria to carry out their duty. About a few hundred of them swarmed in Canterlot city, a couple hundred more left for Ponyville, some went to a city made of crystal and even Appleloosa. Other towns were guarded and as the last guard entered Ponyville, all of the guards in Equestria shot a magic beam in the Dark sky, signaling The royal captain and Trigore that all the towns were secure.

"Heh heh, perfect. It just feels so good to be a king! It's so... Wicked! MWA HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA HA!" Trigore and the demonic voice cackled evily, booming across Equestria like a megaphone.

Back with Phoenix and the Crusaders in his cave, the fillies hopped off of Phoenix's back upon entering the cave and celebrated happily around the cave entrance in joy, since they finally found him. It was a pretty hard journey, but they did it. Phoenix however wasn't as happy about any of this as the fillies were.

"That was so awesome! Remember the way he just- Hyah!" Scootaloo shouted as she kicked the air in front of her and Sweetie Belle.

"Whoa, watch it there, Scootaloo. We saw it." Belle replied.

"Ah just can't believe we found Phoenix here. We would've had to look even longer if he wasn't." Apple Bloom stated happily.

"Truly. Everypony else will be so happy to hear that we found him when we get back." StarShine replied before looking towards Phoenix, who looked kinda down about something.

He hadn't said anything since he stopped the bandits from killing the Cutie Mark Crusaders, let alone looked at them either. This was unlike him entirely. He wasn't known to be this quiet about anything, unless it was his past. It was kind of scary to the fillies in fact. StarShine consciously walked to Phoenix's side and looked up at him, hoping he was okay.

He just seemed to be in deep thought by the looks of him.

"Phoenix, are you okay? You're being awfully quiet then usual, unless this is how you've been these three months." Star said, breaking the Scarlet Unicorn from his train of thoughts.

If he was even thinking of anything.

He didn't say a thing to her, just walked forward and sighed in dismay. This was just too weird for the Crusaders to understand. Why was he so quiet and tense?

"... Phoenix-"

"What are you girls doing here anyway?" Phoenix asked abruptly, but very stern.

"... We came here... Looking for you. All of us wanted to see you again and-"

"Why isn't your sisters here with you, Apple Bloom and Sweetie Belle?! It's pretty dangerous out here in the forest, and you four almost got yourselves killed! If I hadn't heard your cry for help, who knows what could have happened to you! Count yourselves lucky for that!" Phoenix interrupted sternly, swiftly turning to the fillies and gave an angry glare that scared them.

"But you did come to our rescue, and that's why-"

"I know that I did, but that's not the point! The point is, you four shouldn't be out here!" Phoenix interrupted again before turning away from the fillies. "... (Sigh) Why are you here anyway?"

"If you would stop interrupting us, we could tell you, okay!?" Star cried in anger, getting Phoenix's attention again.

"Star..."

"Phoenix, we came because something very bad has happened to Equestria, and we can't do much to stop it ourselves. We really need you back." Star said, calming herself down since she got his full attention.

"... Like what?" Phoenix asked.

"Everypony is being used as slaves for the king of Equestria, Trigore, and being painfully tortured by this miasma he created. The sky is as Black as night, even during the day and there is no sun or moon anymore." Scootaloo explained first, her voice sounding a bit raspy as she explained from the lack of water.

"All plant life, animal life, and even pony lives are dying. The nice, sweet air is even gone, and replaced with salty, dirty air." Sweetie Belle explained next.

"Everypony is living in misery and pain from all of this. It's as if their happiness has been taken." Apple Bloom explained next.

"And the Princess' are being held as prisoners!" The three fillies, without StarShine, exclaimed in unison.

This made Phoenix even more angry because now he knew that his friends were in trouble, but what could he do? He was only one Unicorn. Making everything normal again was going to very hard for him, and what if he lost to whoever he has to face? He would be a failure. He would fail Equestria, just like how he fail Celestia and Aquario three months ago. He didn't forget that horrible fate back then, and he wasn't going to now.

"Please, Phoenix Burst. We need you..." Star said in a pleading voice.

"... Well what can I do about it? I can't save everypony from something like that. It's beyond even my limits, and besides, I failed everypony once three months ago. I might just fail again. Just face it. Equestria is better off without me... There's no way I can do it." Phoenix told them, turning away from the fillies again and sat on a rock.

This struck the Crusaders hard inside. If Phoenix couldn't do this, then Equestria is... Gone, for sure. Nopony was going to see the old land that made them happy, the land that was peaceful and in harmony, the land that was beautiful and full of life. Bringing Phoenix Burst back to save home was the Crusaders mission, but now that they know that Phoenix might not even stand a chance, what could they do now?

Three of the fillies may have given up, but not StarShine. For as long as she's known Phoenix, he wouldn't just stand down from a fight, no matter how difficult it was going to be, or how painful the pain he was going to suffer was. If he would be knocked down, he would just get back up and try again. He wasn't the type to shy away from danger, and everypony in Equestria, and maybe even the land itself, needed that kind of persistence. That kind of courage, and it needed it now.

Star walked up to Phoenix and and gave a dead pan stare at him, which didn't faze him one bit. She knew he was better then this, so she was going to have to bring that out for him.

"Phoenix, we know that your better then this. You wouldn't just let something like this through when you know that it could be hurting your friends. You would stand up to it and fight whatever is hurting us, just like earlier. You wouldn't just let a couple of failures stop you from trying harder to surpass it next time. You would fight back with all of your might and fight until everypony is safe again, and right now, Equestria, and everypony on it, needs that. Everypony needs you, Phoenix Burst. Everypony and Equestria needs... The Defender of Manekind back... Even if you can't save our homeland from Trigore, we at least want you to come home. We miss you so much. Everypony miss' you. Our friends miss you. Ever since you left, Rainbow Dash would cry at night, Pinkie Pie won't make a joke, laugh, giggle, or even smile, Rarity would talk to herself, an she's been getting pretty sick, Applejack and the guys would try to fight the king, but would only be brought pain before they could even lay a hoof on him, Fluttershy would be more quieter then she used to be, and Twilight... Nopony knows what she's suffering since not only did we lose you, but we lost Spike, and Aquario, too. We don't know what happened to him since Trigore took him from us, but we do know that Twilight must be suffering the most from his disappearance, and maybe yours, too. So please Phoenix... Even if you can't bring home back, please come back, so everypony can see you again. It's because of them that we are here now, but it was my idea. They miss you the most. They want you back as much as we do." Star explained to him, holding a sob as she did.

Was this true? Were his friends, and everypony else, suffering that much? Did they really miss him that much?

Phoenix wanted to argue about it because of his... Problem, but deep down... His mind told him to stay where he was, and deal with his problem first, his heart though, told him to do what he thought was right. He was lonely, homesick, and also wanted to see his friends again, but because of his... Problem, he also wanted to stay and deal with it before going back like he promised. He wanted to feel the embrace of his friends in is hooves again. He wanted to smell their scents again. He wanted to hear their voice's again. Just thinking about it was hurting him tremendously.

Phoenix found himself deep in thought again, but this time, he was going through his memories.

(Flashback. David aka Phoenix Burst's P.O.V)

_In a place that looked to be my old house on Earth when I was little, I was in my bedroom, crying because of some bullies picking on me again. I was only five years old back then, but i can still feel some of the pain from back then in my heart today. Back then, I felt so useless to others. I felt like a burden to people around me, even my family because I could never defend myself from trouble. Whenever someone would pick on me, I would just sit there like an idiot, and cry. My Mother, Madison Lizzy Taisuki, came into my room upon hearing my sobs, and consoled me in her nice, warm embrace. It felt so heavenly to be in her arms._

_"David, what's wrong? Why are you crying, baby?" She asked me in her motherly voice._

_She was never mean to me, or too harsh about anything I did that was wrong, or that would get me in trouble. She knew that I would make mistakes in life and I was going to mess up, but she did her best to help me through it with care and compassion. Even when she had to get serious and tomboyish on me.  
><em>

_"I... I was p-picked on b-b-by those bullies again... They beat me up and took my backpack, then emptied it for me to pick up by myself..." I answered between sobs, trying__ eagerly__ to wipe my tears away._

_I looked towards my mother who was looking down at me while rubbing my back and cuing in my ear. It may be weird, but I felt like I wanted to purr like a cat from this. With her other hand, she pulled my right hand into her lap and then wiped my tears with her finger._

_"Well we are going to have to teach them a lesson for hurting you. But first, we need to teach you how to defend yourself from bullies." She told me before getting me onto my feet and stood up herself._

_She took me outside a few minutes later, and for some reason, she had on a weird White uniform with a Japanese symbol, the Taisuki Crest, on it. I laughed at how silly she looked in it since it almost looked like it didn't fit her, and she pouted at me for my childish behavior._

_Hey. I was still really little._

_"Hey, why are you laughing at me like that?" She asked me._

_"It's because of what your wearing. It looks like it's uncomfortable, and it makes you look silly, Mommy." I answered before I started laughing again._

_Back then, I used to call her "Mommy" instead of just "Mom" or "Mother"._

_"... Ohhh... I see... Well this is my old Tae Kwon Do uniform from when I was 18 years old. I learned how to do Tae Kwon Do, ___Iaijutsu,_ and Jujutsu at that age, but I never finish my Tae Kwon Do. Today, I'm going to teach you Iaijutsu, then once you've learned the basics of that, we'll move on to Jujustu, then my specialty, Tae Kwon Do. From now on, you, David Hiro Taisuki VII of the Taisuki family heirloom, and my dearest son, will my apprentice." She told me as she got into a weird fighting stance, making me smile with excitement._

_I __ eagerly __nodded, and tried to do the same stance as her, but mine wasn't as good. Mother giggled at my attempts to make the stance she made, but gasped when I fell the fifth time I tried to do it, and landed on my butt. I slowly got up onto my feet as she was about to run to my aid, trying to show her that I was strong. I wanted to show her that I wasn't going to cry anymore._

_Maybe, more or less, I wanted to show myself that I was stronger._

_I was trying to hold in a sob from the fall, but it just slipped out._

_"Oh David..." I heard her say as she walked up to me and picked me up. "It's okay. Don't cry, baby."  
><em>

_I wrapped my arms around her neck and tried forcing myself to calm down, but I was also failing at that. Mother patted my back and hummed in my ear, helping me calm down. The scent of her perfume and her hair put a smile on my face as I quieted down, and dug my face into her hair._

_Her nice, long Brown hair that reached her thighs. She also had two Violet Bangs that looked like mine, only longer, and sways to her left eye. She wore a small Yellow hairbow on the back of her head, because Yellow was her favorite color, and because she had her two long bangs that sometimes covers her left eye, like now._

_I guess she didn't want to wear her hairpin to hold it up that day._

_She put me down a minute later, and patted my head a few times. Before she could walk away from me though, I tugged on her pants. She turned around and got on her knees so she was at my level._

_"Yes?" She asked._

_All I did was pull her bangs up and put a hairpin that I made on her._

_"So your hair will stay up." I told her with a smile._

_We shared a good laugh and hugged each other once more before getting back to my training. It took me a while to figure out the basics of both Iaijutsu and Jujutsu, but I got the hang of it in just a few weeks. I was determined to train my hardest and show mother that I was strong. I was going to show her that I was tough and brave, facing anything she threw at me head on. Yeah, She was a bit tough around the edges at times, and yeah I got knocked down, but it only took me a minute and I would be back on my feet to try again even harder, and show her that I could be as tough._

_She taught me how to defend myself. She taught me how to control my anger or frustration when I was felling that way. She taught me many things in life. She was my guide. She was my Mentor. She was my Best Friend. She was my... Hero._

_But then... That day came, and I will never forget the pain I had to deal with that day._

_That horrible day... The day that ruined my life. The day... My Mother was killed._

(Flashback one year later to when I was kidnapped that one night)

_My Father was shot on his leg and badly beaten by the man that stood before me, with his gun pointed at me. I was laying on a trash can, crying my eyes out like a big baby. The man cackled at me and readied his gun, smirking at me while I just coward like a fool. _

_It hurt to call myself that, but it was true._

_"(Whimpers) ... MOMMY! DADDY, HELP ME!" I cried in terror of this... This monster that cackled at me._

_It was only going to be seconds before he pulled that trigger and ended my life, but before he did, Mother tackled him and knocked the gun out of his hand. I was going to get up and fight with her, but she just pushed me back and fought the man that tried to kill me._

_"... M-Mommy..."_

_"Just stand back, son! He'll kill you if you get in the way!" She told me while holding the man down._

_I nodded in understanding and scooted back. From the corner of my left eye, I caught sight of someone watching us and looked to he or she. It was the boy that wouldn't talk to me. He just... Stared at me while hiding behind a trash can._

_"... It's him..." I spoke quietly through my quick paced breathing. "H-H-Hey! Could you c-call for help? Please?"_

_He didn't say a thing, just ran away. How could he just run when he clearly saw that I needed his help?_

_"H-Hey, wait!" I cried, trying to get him back here, but he was long gone._

_I suddenly heard my mother cry out in pain and a thump. I turned around and to my surprise, the man grabbed me by the neck and threw me at a dumpster._

_"AH! OW...!" I shouted in pain from the colision._

_"... D-DAVID!" I heard mother shout too._

_I was happy that she was still alive, but terrified of the man walking up to his gun. He picked it up and checked it for any bullets. Once he was finished with that, he pointed it at me again and shot my left shoulder._

_"AAAAHHHHHHH!" I shouted in even more pain from the gun shot._

_I scooted back away from the man while holding my bleeding arm and sobbed. This was the first time in my life that I ever felt this scared of anything, and I didn't like one bit of it. I backed myself into a corner and winced in fright from touching the wall. This was where I knew life for me was over. My life was flashing before my very eyes. My blood was pouring out like a leaking faucet._

_I guessed... That this was the end for me._

_"... Why is this happening to me...? Why...? What did I do to deserve this?" I told myself, but knew I wasn't going to get answers for._

_The man readied his gun at my head and chuckled in amusement. I lowered my head, ready to face fate until... Mother got between us and lifted her arms to protect me._

(Song in background: Endless Pain)

**___Hold me... Through the Endless Pain that is tearing us apart...___**

_"MOMMY, NO! WHAT ARE YOU DOING!?" I cried, shocked and terrified of what she was doing._

_"I'm sorry, David... But I guess... Mommy has to go..." She replied quietly._

_"NO... NO MOMMY, GET OUT OF THE WAY!" I cried again, realizing what she was doing now._

_She was giving her life to protect mine._

_"No David. There's nothing else we can do now. I need you to be strong for me, for your Father, and also your Sister. I need you to be there for Gwen while I'm gone, okay baby?" She asked me, trying not to cry as she said it._

**___During the times... That I would cry... Or feel sad... You would always be there for me... To turning my frown upside down... And make my life feel much more clearer...___**

_"B-But..."_

_"Please David, promise me you'll be my big boy while I'm away. Protect the family and be the strong young man that you are. Be strong for the family." She told me, turning her head in a 180 degree, showing her tears._

_I was horrified of what she was telling me, but I knew in my heart that I should do what she wants me to do, for our family. I was about to reply to her, until the man pulled the trigger and shot my Mother. Her last words were echoing in my head as she fell to the ground with a thump._

**___Whenever I needed you... You were always there, even during the times that I said "No"... You kept me up... When I was down and out... Feeling sad... Or feeling Blue...___**

_"I will always be with you, David, and don't ever forget about me. I love you so much... My sweet little baby boy... No... My little hero..." Her final parting words were._

_"NNNNNOOOOOOOOOOOOOOOO!" I shouted at the top of my lungs as the trigger was pulled, murdering my mother._

_(BANG!)_

**___You've kept me smiling on whenever I needed it... You made my Endless Pain fade away like little droplets... With your love... And heroism. You made me feel like I was worth living like I used to... Before you went away from me for another journey... Your sweet voice used to blow my tears right off my face...___**

_My Mother's body fell backwards near me, with her hair swaying in the wind like a wave of water, and the man that killed her groaned in frustration because his gun was empty. This didn't really help at all, but I was relieved of it. I crawled to my Mother's lifeless corpse and began to cry again. It wasn't even a minute when the man picked me up by my shirt and threw me at a fence, then kicked my stomach again for the fourth time tonight. I coughed out blood and held my stomach as I continued to sob from the increasing pain I was feeling._

_A little while ago, before I was hit by that track trying to save a little Girl, I told my Mother, my baby Sister, and Cousins that I wanted to be a hero, and not just any hero, but everyone's hero. Right now, I'm just the opposite of that. I'm a coward, a fool, and a nobody. I couldn't protect my Father, and I obviously couldn't save my Mother. I could never be a hero like her..._

_The man walked up to me with a knife in his hand and prepared himself to kill me. I closed my eyes and also prepared for the worst to pass. To the man's dismay and my hope's, the police came and shot the man. The man dropped me and fell on the ground next to me. I slowly raised my head and saw with the last bit of energy I had left, Mom and Dad's friends and their Grandson. I was pretty mad at him, but I couldn't do anything as I fell unconscious._

**___The day that you had to go... My life slowly slipped away, flying further and further from me as I live on, away from the vow that we made... Breaking my poor wretched heart into pieces as I drew shivering cold breath in the winter's snow... I lay down and cry again, hoping for a miracle to come my way...___**

(Back in the real world. Noponies P.O.V.)

Phoenix Burst was still deep in thought, but was now holding his necklace close to his face while staring into space, tearing up from the memories of his past. The Cutie Mark Crusaders just sat in front of him, staring into his eyes as he stared silently at the ground. Just from the look in his eyes, StarShine could tell what he was envisioning, but didn't know what it was per say.

"... Is he okay?" Apple Bloom asked.

"Does he look okay to you, Bloom? He's totally lost himself." Scootaloo answered.

"Should we help him out?" Sweetie Belle asked with worry for Phoenix.

"No... He's looking into his past right now. I can see it. Let's not interfere with it." Star answered.

(Back in Phoenix Burst/David's past during Madison's funeral. David aka Phoenix Burst's P.O.V.)

**___But then you came back to me, returning to my lonely shell, and embraced me with your warmth... You smiled at me with your embracing love... You held me during my darkest days... You've destroyed my Endless Pain... You brought me happiness... You brought my spirit back to me when I needed it, but all I ask... Is that are you real? Are you really here with me again? Have you really come back to me... Or is this just an Illusion?___**

_It's been a few weeks after Mother was killed, and me, my Dad, and my Sister came to mother's funeral. I was at her grave while everyone else was eating a little ways from where I was. I held a Red Rose in my left hand, holding it close to my chest as I stared at the tombstone in front of me while my other hand had my violin case._

_R.I.P_

_Madison Lizzy Taisuki_

_The Mother of two wonderful children, and the wife of Japanese billionaire; Hiro Saito Taisuki VI._

_Really? They couldn't say anything else about her? Were people really this heartless inside? She was much more then just a Mother of two children, and the wife of a billionaire. She was much more important then they say she was, and I know because she's the one who taught me a lot of things. She was very wise, respectful and caring for me and others like Gwen, Dad, her friends and other people. Hay, she even helped a stray dog and let it stay with us for a few weeks. I named him Volume because of the way he would bark. He would change the volume of it and it always made me laugh._

**__Do my eyes deceive me...? Are they playing tricks on me...? Is this a fairy tale, or is it just the painful reality I still stand...?__**

_Anyway, I put the Rose down in front of her tombstone and sat down. I stared at the tomb for a few minutes before pulling out my violin and played a song in honor of her noble sacrifice, and for always being there for me. I let out more tears as I played her theme song. This was hurting a lot more then I wanted it to. I didn't know what to do without her. I didn't know if I could continue on with my life without her. I didn't know if I wanted to just kill myself with my violin, or cry, or... Whatever._

_Heh, so this is what grief feels like._

_After I finished the song, I dropped my violin and slowly lend my head on the tombstone, beginning to cry again. I knew that I couldn't cry forever, but during times like this, I needed to let it out. I needed to let out my hurting feelings, and anger to the world._

_"... Mommy... I'm so sorry... I couldn't save you... I failed you... I couldn't save you... I told you that I wanted to be a hero... But I couldn't even do that, and now... Your... Gone... I... I should've done something. I should've been able to help... But I didn't. I was weak... I was pathetic... I was a coward... I couldn't save you..." I said between sobs, shaking my head in dismissal and hoping that this was a dream, and that she wasn't gone._

_To my dismay, this wasn't a dream. This was reality... And I had to live with it..._

**___I try my hardest to place the pieces together, and figure out if I am not hallucinating... Are you really in my arms (Hooves) once again, or are you still miles and miles away from me...? Leaving me in my shattered life... To figure out what is right or wrong...!___**

_My Father was also heartbroken about our loss, but no one could ever be as heartbroken as I am, even to this very day I'm in grief about her passing. I heard running footsteps on the dirt ground growing louder as I cried, and in just a few seconds, I felt a hand grab onto my right shoulder and turn me around. The one who did this was my Father._

_"It's okay, son... It's okay... It's okay..." He repeated as I continued to cry and hold onto my mother's necklace._

_I know he's just trying to calm me down but... It wasn't going to be okay, especially for me and Gwen. Gwen is only a year old, and she didn't know half of what was going on, but when she finds out... I don't know what to say. She was going to lose it, like I did once. I will never let that happen again. I'm going to do what Mother wanted me to do and be the strong one, for my family, and for her.  
><em>

**_I know I shouldn't keep on running away..._**

**_Run away!_**

**_From the Endless Pain...!_**

(Sometime later...)

_It has been sometime since mother's funeral, and things for me... Well... Let's say that they weren't going to well. I was bullies a whole lot more, some men took me from off the streets while I was walking home from school and beat me up in their car, I would have to babysit Gwen on my own, while Father went to work, even though their are many of the staff people to help me out, but didn't, and I was still depressed about mother's passing. Nothing has been working out for me since she died, and I was starting to lose it._

_I couldn't take much of this anymore._

_After another day of school, I decided to go to a church instead of home. I didn't know why, but I felt that I had to._

(Back in the real world again. Noponies's P.O.V.)

Phoenix was still staring off into space, but he was now shaking his head slowly, which confused the Crusaders. StarShine didn't know what he was thinking of, but whatever it was, he had to be close to realizing something.

Something very important to him.

"... Why is he doing that?" Scootaloo asked.

"I don't know, but it seems that he's getting close to something pretty important." Star answered, confusing the other fillies even more.

"What's that gotta mean?" Apple Bloom asked.

"... I... I just don't know, Apple Bloom. I can just see it in his eyes that he's thinking about something important in his mind, but not what his thinking about." Star answered. "Whatever it is... He must be close to waking up."

**_Because it will only follow me Soforth... Beyond the road of infinity...!_**

She wasn't certain, but could Phoenix be thinking about the death of his Mother? If he was (Which we all know he is), then he might see something important that he may have forgotten, or may need to see again.

(Back in Phoenix/David's past again. David aka Phoenix Burst's P.O.V.)

_In the church, I didn't see anyone inside at the moment, which meant that I was alone and at peace._

_No. I will never be in peace._

_I consciously walked to the other side of the room while observing the wonderful arts and crafts on the walls, ceiling, and windows and stopped in front of a statue of someone. It looked a male, wearing a dress and sandals. He looked to be very wise and powerful, like Mother was. I grabbed my necklace and walked up the steps carefully, hoping to not alert someone that I was here. I kept my eyes on the statue before me and imagined it to be Mother instead of whoever he was, because to me, Mother was also my goddess._

_"... Hi, Mother... It's me, David. I just came to say that I... I miss you so much, and that you really mean a lot to me. I'm not a guy of many words, but I've been doing... Fine since you've... You know, left. I've been doing what you've asked me to do, which was to keep our family strong, and be strong while your gone. I've been your big strong guy for you." I told her, or the statue. "I mean, I've been getting into more fights, and into more trouble then I wanted."  
><em>

**___You smiled at me with your embracing love... You held me during my darkest days... You've destroyed my Endless Pain... You brought me happiness... You brought my spirit back to me when I needed it...___**

_I was happy that I was alone like this, but it also made me sad. I had mixed feelings about being here, and just wanted to leave, but my feet held me in place. No matter how hard I tried to move them, they just stood still like stones.  
><em>

_"Gwen is also doing great. She's really hard to understand sometimes, and she's usually more whinny, but I'm starting to open up to her more and more. I think she's doing the same for me, like one time; I was feeding her some lunch, and she ate the whole thing. Then she wanted to hug me. It was great. And Dad has been... Out a little more then he used to, so sometimes it would only be me and sis at home with the staff... Of course, it does get pretty lonely by ourselves and kinda spooky. I've been doing my schoolwork and training in Iaijutsu a lot more, and even violin practice. I'm really loving the violin and I've been composing songs from time to time, but most of them come out as a wreck." I continued talking to the statue as a cold breeze swept through the air. "Brr... It's kinda... Cold... Don't you think, Mother?"_

_But still the statue didn't respond to me. By now, all I wanted was someone to talk to, someone to hug... Someone to be with me... Not some statue.  
><em>

_"... So, Mother, when will you be back? Does death only take about a limited time until you can come home? Will those people dig you out of the ground soon?" I asked her, hoping to get a reply this time._

_But like before, no answer. Just silence._

**_But all I ask... _**

_"... Maybe I could pray, like you taught me." I suggested before getting on my knees and prayed._

_I've been sitting there for at least five minutes, hoping for a sign before realizing that it wasn't working, but I wasn't going to give up yet. I couldn't just give up. It would make me seem weak, like the night I lost Mother.  
><em>

_"No... Maybe I could... (Gasp) Draw a picture!" I suggested, pulling out a few piece's of paper and crayons from my backpack, then got started on my drawings._

_It took me another few minutes to finish my drawing and show it to Mother. I drew a picture of myself, Gwen, Mother and Father together, holding hands in a flowery field. It was a pretty bad drawing to me, but Mother wouldn't be critical about my effort, or at least not THAT critical._

_Once I was finished with my drawing, I lifted up to show the statue in front of me with a smile on my face, hoping Mother would see._

**_Is if..._**

_"I'm finished! Look! Is it good?" I asked cheerfully, hoping to get a answer this time, but sadly didn't. "Mommy, why won't you answer?"_

_Still I didn't get any answers. This was making me feel more alone then I thought I was. Even if there was a few dozen people in here, which there isn't, I would still feel alone._

_"... Mommy? Mommy, please say something." I asked, starting to well up some fresh hot tears._

_The only thing that made a sound, other then me, was a gust of wind blowing across me and the statue, and that's it. My anger was rising with every minute that past because of not hearing my Mother's sweet voice again. My anger was rising so much that by now I felt like I wanted to throw something and growl at the air. I knew it wouldn't do anything, but it would make me feel a little better._

_"Mommy, why won't you say something!? Could you at least say "Hi" to me!? I would like to hear something from you!" I said, but still my reply was either wind, or silence. "... Mommy? Mommy!"_

_There was another gust of wind to reply for her again, but thi__s time, it was more intense then all of the others. It felt like the air around me was angry at something, or someone._

**_ You are really... _**

_I know I was angry, but I didn't know why. I didn't know what to feel angry at anymore. I just wanted Mother back.  
><em>

_Out of frustration, I snatched mother's necklace off and threw it across the room, then screamed at the top of my lungs. There was no other feeling I was having at the moment that could calm me down, i just felt angry, betrayed, let down. I got down on my knees again and started smashing the floor with my fist in rage._

_That was all I was feeling. Rage, rage, and more rage._

_I finally realized it._

**_Here..._**

_She wasn't coming back._

_I couldn't hold it in any longer. I curled myself into a ball and sobbed. I needed to stop crying so much, but being in such pain, I couldn't help it. I wished that none of this had ever happened to begin with. I wanted it all to be a dream. I was suffering so much, and no one knew about it. I didn't want them to know. I didn't want anyone to know what I was going through. I didn't want anyone to feel my pain, my suffering. It was too much for me to bear, so why even bother passing it on?_

_"... Why...? Why did you have to take my Mommy away from me, God? WHY WON'T YOU BRING HER BACK!?" I yelled, rage building up even higher then before. "WHY DID YOU TAKE HER AWAY FROM ME!?"_

(Song end) (Back in the real world)

Not only was I feeling this in my memories, but in real life, too. My anger was also rising in the cave me and the Crusaders were currently in, increasing as I continued thinking about my horrid past. I felt like I wanted to destroy something and cry in anger. I felt so angry that almost nothing could calm me down. I wanted to throw my necklace across the cave and scream out of pure anger, but... What good would it even do...? It would help sometimes, but not all, and it felt like it wouldn't help me this time. I needed to calm down and...

I know it now...

I raised my head in realization and slowly rose onto my hooves. I had a serious look on my face and only thought about one thing.

My promise to my Mother.

"... I remember now... The reason why I decided to help others, and be as strong as I could..." I started to say, remembering my promise to Mother and my friends.

_"... It's because whenever I would get knocked down, bullied, or be called a name; I would do my best to show that I'm not someone" My past self continued, getting onto his/my feet._

"They could just push around. Whenever somepony would make me feel discouraged, I would face them head on and show no fear!"

_"Because it would have gotten me nowhere. Yeah, I may not have many friends, or I'm not that strong, but I know that if I keep trying,"_

"I will someday become the strongest, and show the entire world that I'm stronger then it! I will not cry when I get beat up, I will not cry when somepony makes fun of me, and I will definitely not cry when I'm face to face with something like death! Fear is smaller then I am, and I am not afraid of anything!"

_"I swore it to you, Mommy, that I would do anything in me to protect others from harm, and console them if they need a friend. I promised you that I would become a hero, and not just any hero, but everyone's hero!"_

"And right now, Equestria needs a hero! Equestria needs... Me!"

**_"So look out World/Equestria, David Hiro Taisuki VII/Phoenix Burst is coming, and I'm coming as a whole new me! I'm not going to run and hide anymore! I'm not going to lay down and cry! I'm going to become the hero everypony/everyone is counting on! The hero everypony/everyone can count on whenever trouble is lurking! I will become everyponies/everybody's hero!"_** Me and my past self announced in unison as my past self put his necklace back on.

(Noponies P.O.V.)

With determination set in Phoenix's mind, he inhaled and exhaled sharply before looking down at the Crusaders who were staring at him in awe. The way he stood and the way his mane swayed in the air looked like either Twilight Sparkle or Rainbow Dash's mane's. The look in Phoenix's eyes told StarShine everything.

He was coming back to Equestria.

"Crusaders, let's get some rest, because tomorrow, we head back to Equestria... Together! I'm not gonna miss this party for anything!" Phoenix announced, exciting the fillies to an all time high.

The Cutie Mark Crusaders jumped for joy and tackled Phoenix onto the cold cave floor. Everypony enjoyed a bit of time, laughing and telling ghost stories around a fire before going to sleep, and they were going to need all the rest they could get, for tomorrow... Is the beginning... Of an epic battle for Equestria.

The next day, in the morning, Phoenix woke up first to prepare for their departure. He put a protection spell up to protect the girls while he went to the lake and do some stuff. Private stuff. At the lake, the first thing Phoenix did was take a bath in a cold waterfall, turning him into his female self. The nice sounds of the birds helped calm her mind about her past as she meditated in peace. Phoenix used her magic to turn the cold water into hot, making her into a male again. After that, it was time for him to something he has never done before, mainly because he never had to before. He had to shave his face.

Yep. He grew a very short mustache and sideburns. He wasn't really into facial hair, so he was going to cut it. Only thing was... He didn't have anything to shave himself with. With a bit of magic, Phoenix conjured up a shave and shaving cream, put some cream onto the shave, and shaved himself.

(Timeskip, so we don't have to read about him yelling and yelping in pain)

Next thing to do was give himself a hair cut. His mane was twice as long as it was when he left Equestria three months ago, so it now needs some cutting. He didn't want to cut that much of the grown hair off, so he did just enough for him. With a nod of acceptance, it was time to get dressed. Phoenix pulled his old Battle outfit out from behind a bush and put it on, from the suit first, to the boots, then one of the hard parts. The zipper. And last, his necklace to secure the latch's of some parts of the suit.

"Ah, finally finished with all that. Now to some training, then back to the cave to get the Crusaders, then head home... Home..." Phoenix told himself, but didn't sound that happy the second time he said "Home".

His little... Problem was still an issue, but his friends, all of Equestria had to come first. Besides, everypony is dying to see him, and he's dying to see them again.

If he could have, Phoenix would have taken pictures of the forest to show everypony once he got back. It would be great to share some time together, looking through the pictures of the forest and all of it's beauty. Hay, they could even make up stories to make each other laugh. He sure couldn't wait to see them again, and just how bad could Equestria be now since he left? The way the Crusaders explained it, it was pretty bad. If what they said was true, then he was going to put a stop to it once and for all.

Back at the cave after 30 minutes of training; the fillies were up and eating their lunch's from yesterday, which they completely forgot. They weren't that shocked or freaked out that Phoenix wasn't there, it was confusing though. Just before Apple Bloom could question it, Phoenix returned.

"Hi there, girls. You all getting ready?" He asked.

"Oh, sure, but we have to eat something first. Our bags are already prepared, so there's no need to pack up." Star answered before taking another bite of her sandwich.

"Where were you, Phoenix?" Sweetie Belle asked, noticing the change of appearance.

"I was getting dressed. I had to get my battle suit on, then cut my hair and... Shave. That didn't go so well for me though." Phoenix answered before facing the entrance of the cave and stared off into the distance. "I'm ready when you are."

The Cutie Mark Crusaders nodded and continued eating. Their munching and chewing kinda got on Phoenix's nerves after just a few minutes of it, but he remained calm and stayed near the entrance. Phoenix impatiently tapped the ground with a hoof and groaned quiet so only he heard, but even that wasn't helping him block the sounds of chewing behind him. His right eye began to twitch and before he could tell them to hurry up, The fillies were suddenly standing by his side.

"We're ready!" They told him in unison.

Phoenix's only response was falling backwards and groaning. Scootaloo was the only one who decided to poke Phoenix to wake him up, but that didn't seem to work. After about three different attempts, he was finally up again.

"Ugh, sorry about that." Phoenix apologized, then get serious again. "Alright, hop on my back. We're gonna go really fast."

The girls did as they were told and they were off, but before they were really going to leave the cave for good... They needed to have a memorial service for it.

_R.I.P_

_To this Random Cave that served as a home to Phoenix Burst during his banishment from Equestria_, _and to many other animals that stay in it, as a home._

"Thank you so much, Cave. I'm really going to miss you." Phoenix said, praying to the cave while the girls just watched with confused looks.

"... Why are we doing this again?" Scootaloo asked.

"... I don't even know. Let's get going now." Phoenix answered as he lend down for the girls to climb on his back again.

And with all of that out of the way, the team's journey to Equestria has begun.

It had about ten minutes since the team left, and everything around them seemed a bit too quiet, especially to Phoenix. Why weren't the animals of the forest making any sound? Practically nothing made sound, and it was startling for the Crusaders. In fact, even the animals around where they were are gone. Before any of them could ask about the situation, a familiar panther and monkey & gorilla bandit gang appeared from all around them.

"Ahh!" The Crusaders cried, surprised by Trebasa's return.

"You!?" Phoenix said, also a little surprised.

"We've finally found you again, you snivalling weasel! Get them!" Trebasa ordered the bandits, readying her gang for assault.

"Oh no!" StarShine yelled.

"Argh, let's roll, now!" Phoenix also yelled before taking off past the bandits through an opening on their left.

The bandits began chasing them through the forest, attacking them with cannons and arrows, trying hard to kill the Cutie Mark Crusaders and Phoenix Burst. Phoenix was doing his best to keep the fillies from getting hurt by any of the bandits attacks, also trying to stay on their path to Equestria, but neither of those were easy.

"(Gasp) Incoming Cannonball!" Scootaloo announced through all of the firing cannons and the rustling bush's they were passing through.

"Oh Celestia!" Phoenix cried in shock before ducking.

"Oh... Don't think you've gotten away just yet, Unicorn!" Trebasa said through a megaphone that she got out of nowhere.

To the ponies dismay, Trebasa spotted Apple Bloom's tail sticking out, blowing their cover.

"There, to your left!" Trebasa told the driving bandit, getting him to drive towards Phoenix and the gang.

"Huh!?" Bloom cried, noticing why Trebasa said that. "Oh no, my tail is sticking out of the bush's!"

"Really!?" The others replied, looking at her tail to see if she was just joking.

Sadly, she wasn't. Phoenix groaned and got onto his feet, taking off in a sprint. Everypony was getting closer to a large lake, and Trebasa's group couldn't get Phoenix if he was planning on going in the water. Trebasa instead whispered something to her driver and he nodded before turning away from Phoenix's group. Trebasa secretly ordered the other bandits to do the same and that's what they did, which confused the ponies.

"Why are they leaving? Are they giving up or something?" Sweetie Belle asked, holding Phoenix's mane tighter.

"I don't think they are, but their not too smart. They are smart enough not to travel on water, which might be lucky for us." Phoenix answered, running faster then before. "Hold on, girls! We're about to go surfing!"

With a instant stop at the edge of the ground next to the lake, Phoenix leaped onto the water and began surfing using his hooves like a surf board. To Scootaloo, this was awesome, but to the other Crusaders, it was kinda scary. Like Trebasa secretly planned, her and her bandits rode on the sides of the lake, firing even more things at the ponies.

"Ahh!"

"_Darn it! I thought we lost them!_" Phoenix yelled in his head, dodging all of the incoming weapons. "_There's got to be a way out of this! Think, Phoenix Burst, think!_"

To everyponies, and bandit's surprise, Eggs and other objects were falling down on the bandit's face's and getting the wind shields dirty, angering Trebasa even more then she was now. The one's who were helping Phoenix were Kala and the animals of the forest.

"Thanks, Kala!" Phoenix shouted happily to the female Dragon.

"You got it, Mister Phoenix Burst!" Kala replied while still throwing pebbles and stuff at Trebasa. "This is for kidnapping me, you big, bad, dirty cat! Here, have some fish!"

"ARGH! Get her!" Trebasa ordered, pulling one of the cannons towards Kala, but not before taking the fish she threw. "Mmm. Fish."

Kala gasped and dropped a rock she was holding upon seeing her fate closing in on her, and hearing Trebasa's maniacal laughter growing in volume. To Trebasa and Kala's surprise, Phoenix shot a magic beam at the cannon, destroying it in Trebasa's face.

"You leave my friend alone, Trebasa!" Phoenix shouted to the bandit leader.

"Uh, Phoenix! Look to your left!" Sweetie Belle screamed suddenly, getting the said Unicorn to look that way.

In the water near them, a sharp tail dove into the lake, then at a bad time for the ponies; a Sea Serpent shot out of the lake, seeking to attack them.

"Oh come on! You had to come at a bad time, buddy!" Phoenix yelled, dodging the Serpent's poisonous acid and Trebasa's arrows. "Argh, can't I get a break for once!?"

Without knowing it, Sweetie Belle shot a blast of magic at the water, creating a small wave in front of them. This gave Phoenix an idea.

"(Gasp) I have an idea, and it's thanks to you, Belle!" Phoenix said.

"I don't know why that happened, it just did. Your welcome though." Belle replied, hold him even tighter.

Once Phoenix got to the wave, he lend forward and jumped at the edge of the wave. By mistake, Trebasa shot an arrow at the Sea Serpent, enraging it even more then it was before. The Serpent chased after Phoenix and the Crusaders, but pushed a giant wave of water at Trebasa and her bandits. The Serpent was actually pretty fast in the water, but Phoenix was faster. He had to keep turning left and right, just to dodge the Serpent that kept trying to eat them alive. Getting near the end of this large lake, and away from the Serpent, land was close, and that meant having to deal with Trebasa again, but the ponies would finally be out of the water.

"Finally, land! Get ready, girls! We're about to make our landing!" Phoenix announced, preparing to jump out of the water.

StarShine gasped in surprise of a cannon that was actually going to hit them, but just in the nick of time, a really big rock intercepted it. That rock came from Kala, and a bear.

"_{Wait, wasn't she in the air a moment ago?}_ Thank you-Wait, Spike!?" Star exclaimed, not taking into register that the Dragon she was looking at was a female.

"No, StarShine. That's not Spike. That's a female Dragon named Kala. She was a prisoner that Trebasa captured, that's why she's helping us. I rescued her from them, and now they want to kill me because of that." Phoenix clarified, then explained to the Cutie Mark Crusaders.

"Um, O.K. That I can deal with, but what I can't deal with is; Why are _we_ the one's they want to kill now!?" Star asked, pointing to herself and the other fillies.

"... Because some cats just get cranky after a long nap, and now she's taking it out on us." Phoenix answered jokingly before jumping out of the lake. "Finally. Now to get little miss temper lady off our tail!"

To the ponies surprise yet again, the group of bandits from the left hand side of the lake cornered them and readied their weapons. A tweeting bird could be heard above everypony and once they all looked up, a fleet of birds, lead by a familiar Blue Jay, dove down from the sky and attacked the bandits.

"(Gasp) It's you!" Phoenix cried happily, remembering who the Blue Jay was.

It was the same Blue Jay he healed a little while ago. The Blue Jay tweeted happily in reply to Phoenix and continued on to assaulting the bandits while Phoenix nodded and ran off. Trebasa was still fallowing them, but with the help of the animals of the forest, it wasn't going to be to difficult to escape her. Vines from trees stuck out for Phoenix, and he bit one of them, swinging in the air.

(Tarzan yell through the vine in his mouth.)

Phoenix let go of the first vine and continued on to the next, swinging his and the Crusaders way to escape. The Cutie Mark Crusaders held onto Phoenix even tighter since he didn't warn them that he was going to do this. Even through they were swinging on vines, Trebasa still caught up to them, and so did Kala with some of the animals.

"_Argh! I just can't lose this kitty, can I!?_" Phoenix said in his mind before noticing a large ravine in front of him. "Oh Celestia! Kala, there's a ravine up ahead! Turn back!"

"But Trebasa..."

"Just do it, Kala! I don't want you to get killed by her, or what's ahead, so turn back!" Phoenix told her, wanting to protect her and the Crusaders.

"But what about all of you? You might not be able to make it if you mess up!" Kala stated, slowing down the deer she was currently riding.

"_O.K. I could have sworn she was with a bear a second ago._" StarShine said in her mind, confused by the change of animals Kala was going through.

"... We'll figure something out! Just head back home, Kala! I've got a job to do elsewhere, so we might not see each other again! I'll always remember you though!" Phoenix replied, letting a tear slip out secretly.

"... I'll remember you, too, Phoenix Burst! Take care, you five! I'll miss you all!" Kala said before taking off, away from danger.

"We'll miss you too, Kala! Thank you for all of your help!" Scootaloo replied, waving a hoof to Kala.

There was still one thing they were forgetting. Trebasa was still hot on their tail.

"Whoops, forgetting someone, fools?! I know you five will be missed, since your getting a date... With the afterlife!" Trebasa yelled before firing another cannonball at Phoenix.

"Ah! (Dodge's the cannonball) Ugh, you are just a hard one to get rid of, aren't you!? We have someplace to be, now buzz off, and eat some cat nip or some milk!" Phoenix replied, trying to be serious, but couldn't help himself with the jokes.

"Stop with the cat jokes already! I'm a resourceful, beautiful panther who is not going to be mocked by a pesky little pony and his sidekicks!" Trebasa angrily clarified, then fired an arrow at Apple Bloom.

"Resourceful? Ha! You call yourself resourceful, and you couldn't even tell that your tail was on fire." Phoenix replied before putting his hooves together.

The arrow nearly hit her, too, until a force field blocked the arrow and spared her life, thanks to Phoenix Burst of course. Getting very close to the ravine, and their exit, Phoenix slowed his pace and lend back. From the looks of the ravine at where they were now, it was going to be a pretty long fall if they missed this up.

"Girls, hang on, because we're about to jump!" Phoenix announced, preparing himself for this too.

"Oh no you don't!" Trebasa shouted, firing one last cannonball at the ponies.

This situation scared the Cutie Mark Crusaders a lot, but they held on tighter like Phoenix told them to. At the edge of the cliff, Phoenix jumped before the cannonball could hit any of them. It seemed like everything was going in slow motion, or as if time was slowing down. It almost seemed that the ponies weren't going to make it, but luck was on Phoenix's side this time. He and the fillies made it to the other side just fine while the bandits stopped themselves.

"Heh, made it. Hey, Trebasa." Phoenix called.

"... What?"

"This might be the last time we see each other, but I just want to say that you were a good opponent to face off with, and I might actually miss you, too, even though it was just a pretty short time." Phoenix told her, sincerely bowing to her.

"... Is that so...? Well I won't be missing you... That much..." Trebasa replied quietly with a blush.

On the outside, she was still angry at him for all the cat jokes and stopping her plans. Inside though, she was actually going to miss him, too. They didn't know each other that much, but they did feel a little hurt about having to part ways. Some of the Bandits were about to launch another attack at the ponies, until Trebasa signaled them to stop, and twiddled a few fingers for the ponies to leave.

With a simple nod, Phoenix and the Crusaders left the area and continued onto Equestria.

Meanwhile, back in the throne room of Canterlot Castle, the time of an upcoming event was rising, and Trigore was needing to prepare for it. Right now, Trigore wanted a nice outfit for the upcoming day, and he needed something special.

Sharp Iron was helping him pick something out, but the thing was, it's been about two hours since they've been at this.

Trigore must really be picky about his wardrobe.

"(Sigh) This, your majesty?" Iron asked, holding up a Yellow, Red and Purple suit with holes for Trigore's wings to stick out.

"No, advisor. I want something... Elegant, or something graceful. Like a swan." Trigore answered, swinging his talons gracefully to make his point.

"... Elegant. Graceful. Right. I'll look in this closet over here for something like that, your majesty." Iron said, walking up to the closet he mentioned.

Upon opening the closet, Sharp Iron came face to face with... The Peanut Butter Jelly Time Banana.

(Play the Peanut Butter Jelly Time song here)

Iron couldn't even stand the music that played, nor being near the banana, so he just slammed the door instantly.

(... Okay, don't play it.)

"... Random enough for you?" Iron asked the Readers/Viewers, breaking the forth wall with a annoyed look. "I think I'll check the next closet."

In this closet, a While suit waited there to be fitted and Iron grinned at it before taking it out.

"Urg... How about this one, your majesty?" Iron asked Trigore.

"... YES! Perfect!" Trigore answered, walking to Iron and taking the suit with his magic. "Now to put it on."

"_I don't get this. What is the point in dressing up for... You know._" The demonic voice said, not really sure why they're going through with this.

It wasn't that surprising, but Sharp Iron also couldn't hear the demonic voice.

"There is no point. I just want this on because I can." Trigore replied, using his magic to put the outfit on himself.

"_(Sigh) You ponies are weird..._"

In the dungeons, Twilight Sparkle and the others were resting in a prison cell near the exit the dungeon, but didn't have any means of escaping. Fluttershy was sleeping on the floor, Rainbow Dash and Pinkie Pie were pacing around the room slowly, almost if not even moving, but were. Rarity was talking to herself again, Applejack and FireBlaze is having an hoof wrestle.

And last but not least, Princess Sally. Okay, got to stop trying to make that joke.

Twilight just sat in a corner, doing nothing at all. Just thinking to herself while staring at the floor.

Suddenly, two guards came to the cell door and opened it, stopped everypony from what they were doing.

"Hello ponies. My mane says to come on out before it makes stew out of you!" One of the guards said.

"... Why?" Blitz Minder asked with a question mark above his head.

"Because your changing cells. Now get out of there before we get offensive on you...!" The other guard answered, getting into a battle stance. "Hurry along now! We don't have all day!"

And with that being said, the prisoners came out of their cell. The guards lead them to another cell and opened the door. In this cell, there were already ponies occupying it, but not just any ponies, the former rulers of Equestria; Princess Celestia, and Princess Luna.

"Wait, your putting us in the same cell the Pri-AAAHHH!" Bass Rush tried to ask, but got electrocuted instead.

"Ah ah ah, they aren't Princess's anymore. Now get in there, before my mane and I have to hurt you, and my mane doesn't feel like hurting anypony at the moment." One of the guards told the group before both of them pushed the group inside.

"Oh. Hey, watch it!" Cupid exclaimed as the guards slammed the door in his face. "HEY!"

"It's no use, brother. Don't do anything you'll regret later." Zei said, being just a calm as ever.

"Argh..."

"Cupid...!"

"... Fine. You win, brother." Cupid replied, finally giving in to resistance.

"Don't worry yourself. Master will be back shortly, I can feel it. We just need to give him time." Zei told everypony, partly himself for reassurance while sitting by a wall.

"And how can ya be so sure of yerself, Zei?" Applejack asked.

"... I don't know, but somepony must keep our hopes up. We can't give in yet, not now. If anypony can bring our old Equestria back, Phoenix will be the one to do just that." Zei answered, but not too sure about it himself.

"But you do not sound too sure of yourself, Zei. If you know Phoenix can do it, then why do you sound unsure of yourself?" Celestia asked, seeing through Zei easily.

I'm telling you. Seeing through Zei is not easy at all. This took David awhile to figure out himself, and Celestia just did it so quickly.

"{_Tch! Must be gettin' soft._} ... Well, depending on the situation, I might feel... Uneasy, and unsure of my feelings, or my motives, or even my reasons for being tough for everypony else. Phoenix Burst calls this "Being frightened, or scared", but I don't think of it like that. I think of it as... "An uneasy feeling in my gut" or "Being tense", as Phoenix would also put it. I want to be sure that he can do it because everything we've ever faced as a team, problems from thick and thin, big or small, we've succeed. But now here we are, in a land that's been over taken by Trigore, and now is something unrecognizable. Our homeland... Is shattered, ruined by that monster we call King. To make matters worse, if we try to fight him, we'll be electrocuted to death by the miasma. With Phoenix Burst being the only one not infected by it, he might stand a chance, but we to give him time to get here." Zei explained through his uneasiness.

"That is true, but what if he doesn't come back, or he's been..." Luna trailed off at the thought of what she was about to say.

She didn't want to think that he was... Dead. He couldn't just die when everypony in Equestria needed him. Twilight even felt this way, but she just wouldn't open up about it. Luna could feel the tension coming from Twilight and went to her side.

She was being too quiet, way too quiet, and she needed to say something, even a simple "Hello" would do.

"... Twilight Sparkle, why are you so quiet?" Luna asked.

Twilight still just remained quiet and laid her head in her hooves. She didn't feel like speaking to anypony, but her being this quiet was unlike her, and she needed to open up again.

"Twilight Sparkle, say something. You are scaring me with your silence." Luna said, lifting the Lavender Unicorn's head up with a hoof.

By now, every pony was watching them, but still Twilight stayed silent. Luna could tell that in Twilight eyes, she wanted Phoenix back more then she did, but she also wanted Spike. Two of her best friends were gone, and she couldn't do anything to prevent that from happening that day.

That one, horrible day three months ago.

Just thinking about the loss of her assistant and one of her best friends brought tears to her violet eyes. It as heartbreaking for Luna to look at.

"... I couldn't do anything... To save them... I could have done something... But I didn't." Twilight finally spoke, clearly showing that she was about to cry.

Luna was a bit relieved that Twilight was finally speaking, and so was the other ponies, but what she just said wasn't so calming.

"What does that mean, Element of Magic?" Luna asked, not calling Twilight by her name.

"... I didn't... I couldn't prevent Phoenix Burst, or Spike, from being taken away... I could have fought back... But I didn't. I let Trigore take two of our friends away, and now I'm not even sure if they're ever coming back... I don't want to suffer in this world anymore, but I'll suffer in it as long as I have my friends with me, and that means all of them. Because Spike and Phoenix are gone... I don't know if I can take any of this anymore." Twilight explained before crawling up to Luna and hugging her.

"Wha..."

"... I just want them back, Princess... I want them back so much..." Twilight said before having an emotional breakdown in Luna's hooves.

Not too far from Equestria; Phoenix and the Cutie Mark Crusaders continued on to their destination with ease. Nothing has been getting in the way at all since they got away from Trebasa and the bandits. Everything was going swell. Phoenix stopped running suddenly at the sound of somepony's voice. That voice was too familiar to him.

Could it be...? The voice WAS familiar. It belonged to Twilight Sparkle, and she sounded like she was in trouble.

"What the? Twilight Sparkle? Twilight, is that you!?" Phoenix asked as he stopped running, and looked all around him.

He could hear her, but couldn't see her. Could she hear him, or see him from wherever she was? A light glowed on Phoenix's left side, which only he could see apparently and covered him in it. It blinded Phoenix for only a few seconds before everything was clear to him again. Phoenix uncovered his eyes and saw... Both Twilight Sparkle and Princess Luna embracing each other.

Twilight was sobbing terribly, while Luna and the others tried calming her down.

"T-Twilight...? Luna? Twilight, it's me! I'm here!" Phoenix tried telling her, but he didn't know that she couldn't hear him.

"(Sniffs) I j-just want... Spike... And Phoenix Burst back... I miss them so much...! I could have done something... But I didn't! I didn't do anything, and now their gone!" Twilight told Luna as she continued to cry.

"I know you do, and we will all see them again someday. You tried your hardest to save them, but in the end... None of us could." Luna replied, trying to assure and calm Twilight down.

"But Twilight, Luna, I'm right here! Can't you hear me...? (Walks up to Twilight's right side) Twilight... Please... Don't cry... Because I'm coming as fast as my hooves can take me." Phoenix told Twilight, even though she, nor the other ponies still could not hear him.

The strange world Phoenix was currently in began to disappear, and so did his friends. Phoenix tried reaching to them, but he was only getting further away from them as he run forward.

"No... NO! GUYS, WAIT!" Phoenix shouted as he came back to the real world.

This woke up the sleeping fillies that were resting on his back. Phoenix just stared at the road ahead of him while the fillies yawned and stretched.

"Mmm... Ah...! Phoenix, what's the matter?" Sweetie Belle asked after a bit of stretching.

"... It's nothing. Just hold on, because I'm about to take off again." Phoenix answered uneasily, thinking about how sad Twilight was.

"We're not in Equestria yet?" Apple Bloom asked.

"No, not yet. I just needed a minute to rest my hooves." Phoenix answered somberly. "Now hold on, because we're about to move again."

The girls did as they were told and held onto him again. Phoenix then took off towards Equestria, still having Twilight on his mind. He didn't know why, but no matter how much he wanted to change his mind to something else, she would still be there. He couldn't stop thinking about her, and how much she looked like she was in pain, along with everypony else.

"_Don't worry everypony! I'm coming as fast as I can! Me and the CMC are trying to get there, but we just need time! I'm so sorry I didn't come back sooner, but I'm back now, and I'm going to make things right! I'm going to get whoever did this to you, everypony! I'm going to get whoever made you sad, Twilight! Please don't cry, because I'm coming!_" Phoenix said in his mind as he ran faster then he did before, determined to get to his friend's location.

Phoenix's speed increased so much that he could do a Sonic Rainboom at any time, but didn't. He was determined to reach his friends and feel their fur and manes again. He wanted to see home, and save his friends from whatever it is that's hurting them so much, and not just his friends, but all of Equestria. Apple Bloom, Scootaloo, nor Sweetie Belle saw it, but StarShine could see the sadness in Phoenix's eyes just by looking at them.

Like before, she could not feel what he was feeling, but she knew he was in pain.

"_Hmm... I wonder why he's so sad now..._" Star thought with worry for him.

It had been a few hours, but the CMC and Phoenix finally made it to Equestria, but to Phoenix's dismay, everything the girls told him about Equestria was true. It did look like a messed up wasteland, and they weren't even in Ponyville yet. All of the plants and animals looked either sick, or dieing. There wasn't much air. The water was polluted, and the fish that swan in it reeked like trash. Everything around the ponies looked so... Ruined.

All of the happiness and life that once filled their peaceful land... Was gone.

"_Wow, the Cutie Mark Crusaders weren't kidding about Equestria being so bad. If I'd just come back sooner, I could have prevented this long ago. Now I know that I have to do everything in me to bring back the land we called home again, no matter what!_" Phoenix declared in his head as the team past the Everfree Forest.

Ponyville looked a lot worse then Appleloosa did when they passed it. Most of the buildings were destroyed, the ponies that lived in town, along with Phoenix and his friends, became slaves with vests that read "Obey Trigore, or suffer" on them, and guards were guarding every entrance and exit into town. It was like the guards were Ponyville's barrier or something. The five ponies were going to have to get in there somehow without alerting anypony.

While the Royal Guards weren't paying attention, Phoenix and the Crusaders jumped from a tree to a destroyed house, then hid from the guards that heard Phoenix land safely.

"Shoot! These guys are everywhere. Was Ponyville guarded like this when you left?" Phoenix asked as he and the fillies hid behind the house.

"No, Phoenix. We weren't even in Ponyville when we left to find ya. This is new to even us." Apple Bloom answered, looking around town to see if any familiar face's could be seen.

"Then where did you four leave from?" Phoenix asked, searching for Twilight or any of the other ponies.

"Canterlot. Trigore trapped us in Canterlot, in the Princess' castle that he changed, along with everything else in Equestria. Everypony else is there, waiting for us right now {_I hope..._}." StarShine answered.

"Great. That's just where we need to go then." Phoenix declared before leaning down to let the girls on his back again.

"Wait, aren't you even a little bit tired, Phoenix? You ran for a long time, and only got a minute's worth of rest." Scootaloo stated in worry.

"Argh! I don't care how tired I am, girls. It's my fault that everything around us is like this, and it's up to us to make things right. If I'd have come back sooner, nopony would have to suffer like this. If I'd came back sooner, Equestria would be normal again. It would be full of life, and beautiful like it was three months ago. I cannot just rest when everypony else can't. You all wanted me to come back, and now that I'm back, I'm going to bring our home back the way it was, even if it costs me my life. Now hop on so we can go see our friends, and confront Trigore." Phoenix explained, then lowered himself for the fillies again.

The Crusaders stayed silent for a minute, glaring at Phoenix while he waited for them to climb on him. This was making Phoenix irked with each passing second. Phoenix cleared his throat and glared back at the fillies with his now Orange eyes, scaring them instantly. They hopped on his back and Phoenix took off.

All of the guards in the area could hear Phoenix jumping from building to building, but they couldn't see him anywhere. It was like they were dealing with a ninja or a shadow in the walls. On a speaker, a Pegasus Guard announced to all other guards in Ponyville to search high and low for the source of the commotion. While getting through town, Phoenix and the Crusaders couldn't help but to see if any familiar face's were still hanging around someplace near them, but they had to keep moving so they wouldn't get caught. Everypony in town looked so sad, so empty, it was horrible to the team.

Who knew that in just three months, this crisis could fall upon them because of just one Alicorn.

One Alicorn that called himself The Ruler of Equestria.

"_This is just unbelievable. I can't believe Ponyville is like this, and in just a few months. I'm so going to get Trigore for all of his crimes. This has to stop now!_" Phoenix thought as he hid from dumpster, to corners of old, ruined shops. "So you girls didn't know this was happening to Ponyville at all?"

"No. We told you already, Phoenix. We were in Canterlot this whole time with the rest of our friends, and our sisters." Sweetie Belle answered.

"Oh, right. Then we better get there fast, because these guys are pretty persistent, and will stop at nothing to get us." Phoenix said as he climbed a ladder and ran from building to building again.

One of the Pegasus Royal Guards in the sky nearly caught the team with his searchlight, but didn't since Phoenix hopped off Sugarcube Corner, and went back to running through the streets again. To the ponies that were now slaves, some of them thought Phoenix was just another escapee on the run, but other ponies that knew him watched in awe of his return as he zipped past them. The Unicorn and Earth Pony Guards could hear the team running around in the crowd of ponies, and pushed through the slaves to find the Scarlet Unicorn, and his little friends. They were pretty fast, but Phoenix was faster.

"Man. Their making this too easy. Now just where are they?" Phoenix asked himself before looking back, and saw the incoming guards hot on his tail. "Argh...! There they are!"

"Stop where you are!" A female Unicorn Guard yelled.

"Phoenix, go right! I know a way we can avoid them!" StarShine pointed out, meaning to going behind Phoenix's house and taking the hill to get to Canterlot.

"You mean the hill that leads to my practice area? In the outskirts of town?"

"Um... Yeah! We got away from the guards in Canterlot by using a tunnel Scootaloo found, and it lead us to your training spot!" Sweetie Belle answered, remembering what Star meant.

"Alright then! What are we waiting for!?" Phoenix yelled, rushing straight for home.

The Royal Guards were still on their tail, but weren't as close as they were before. It was confusing for the team of ponies that kept running, but it soon became clear when a whole group of guards jumped out of nowhere and blocked their path.

"Ugh! You've gotta be kidding me!" Phoenix yelled in frustration at the guards sudden appearance.

"Oh no! We're surrounded!" Apple Bloom exclaimed.

"Stop what your doing and come with us this instant, rebels! We have got you surrounded, so there is no escaping us now! Turn yourself in!" One of the Unicorn Guards announced as he and the other Unicorn's readied their horns for attack if Phoenix tried anything.

"Oh... What do we do now, Phoenix Burst?" Scootaloo asked in fear of this situation.

What any of the ponies didn't know was that Phoenix was creating a Glyfh circle with his right hoof while groaning in annoyance of this situation. Once the circle was finished, Phoenix opened his closed eyes and let out a deep sigh.

"Look, I don't want to fight any of you right now, and we have somewhere to be. Now I'm going to make this simple, and I'm only going to say this once. Stand down and let us go see the - Ugh- "King", or we'll have to get rough." Phoenix told the guards, lifting his right hoof over the Glyfh circle to use it at the right time.

"Heh, like we're going to do that! We have orders to keep everypony from getting in, or out of town! So you better come over here to us, or _we'll_ have to get rough!" The same guard replied, walking up to Phoenix carefully.

"{_Don't you dare copy me, mister!_} (Sigh) And I wanted to make this simple for everypony... But I guess we'll have to do this the hard way!" Phoenix shouted before stomping the circle with his hoof, creating a shockwave that pushed the guards back, but not hurt them. "Now let's roll before they get up!"

Phoenix rushed past the fallen guards and continued on home. The Pegasus guards that were in the air felt the shockwave from the Glyfh Circle and dashed down to where it came from. When they got there, the Earth and Unicorn guards that were pushed back by the wave of force were back on their feet, groaning in slight pain and wobbling their heads.

"What happened here, guys?" One of the Pegasi asked.

"... A... Red Unicorn... And those four fillies from before...! They got away from us...!" A Earth Pony guard answered.

"WHAT!? You let them get away again!? How is it that you all are guarding this town from every single corner, but you can't even keep a single small group of rebels from getting out of your hooves?" The Pegasus shouted in anger, knowing of what was to come if The King knew about this.

"I-I'm sorry. We'll try again, and this time, we'll have them begging for mercy for doing this to us!" The Earth Pony answered before heading to Phoenix's house, along with some of the other guards.

Meanwhile, Phoenix and the Crusaders finally reached his house, and it looked like it was blown up by a bomb. Most of the back of the house was completely gone, while the front still stood strong, but the door was hanging on the rusty door frame, all of the windows were broken and scattered across the ground, and the roof was blocking the way inside the house. Phoenix let out a few tears as he ran behind the old place and headed for the outskirts of Ponyville.

Apple Bloom checked behind them to see if they were being chased by the guards again, but saw nopony of the sorts.

At the Outskirts, a small tunnel that lead to Canterlot could be seen all the way across the polluted river, which was past the field of destroyed training dummies and stuff Phoenix use's during his training.

"Hum... Just like I've been training for..." Phoenix muttered to himself before going out into the field of ruins.

Phoenix hopped over the destroyed machines and torn dummies with ease. Running over the loop-de-loop was pretty easy, and avoiding all of the traps were a sinch. The feel of the thin air sweeping across the teams face's was something they missed so much, and now that they are doing this... It felt so heavenly, even if it wasn't that long.

The polluted lake was next to get past, and that didn't look so hard for Phoenix because of his training.

"Here we go, girls! We're about to go surfing!" Phoenix announced as he braced himself to jump.

The Cutie Mark Crusaders looked at the oncoming lake that Phoenix was closing in on and held him tighter so they wouldn't fall off when he jumps. Phoenix felt this and chuckled to himself before jumping onto the water. Just like he predicted, Phoenix jumped at the right time and began surfing across the water, riding the small waves, and avoiding destroyed traps that still hung in the lake.

The tunnel to Canterlot wasn't too far from them, and none of the guards have appeared yet. This was becoming too easy in Phoenix's case.

Suddenly, to make things a challenge for the team; the group of Pegasus Royal Guards swopped in from the sky and launched air attacks with their wings.

"Oh Celestia!" Phoenix cried as he dodged the air attacks. "Where did they come from?!"

"More importantly; how are we going to get away from them?!" Apple Bloom exclaimed in fright.

Their exit was only to their right side, and the guards were keeping them from getting to it. Getting to the tunnel was going to be difficult for them, but Phoenix had an idea on how to get there without getting the fillies killed.

"Surrender now, or suffer the-"

"Yeah, yeah, yeah, we know the drill already! We don't have time for this, and we don't want to fight any of you, so stop chasing us!" Phoenix interrupted before turning to his left.

"Phoenix, the tunnel is over there (Points to the right)!" Scootaloo yelled.

"I know, just trust me on this! I know what I'm doing!" Phoenix replied, making a u-turn in the lake and surfed towards a ramp, made of rocks.

This caught the guards off guard, and it was too late to react because Phoenix already launched himself and the girls into the tunnel, using the rocky ramp.

"Sayōnara!" Phoenix said to the guards in Japanese.

"Wait, what did he just say?" One of the Pegasus guards asked himself.

"Ugh, forget that! After them!" Another shouted as he and the other guards flew into the tunnel.

The inside of the tunnel was just like when the Cutie Mark Crusaders left Equestria. Bumpy, and full of spider webs. Phoenix hastily dug his and the fillies way through the tunnel, trying not to scream in fear of the spiders. And the guards weren't far behind either. In fact, the Pegasus guards could be heard digging not too far away from the team. The Crusaders helped Phoenix by blocking their way back with the loose rock and, sticks that hung around them. The guards were digging through them, but not fast enough to catch the group of ponies that were running away from them.

"Thanks, girls!"

"You got it, now keep digging. Girls, keep throwing!" Scootaloo replied as she and the other Crusaders kept throwing rocks behind Phoenix.

The light at the end of the tunnel could be seen a little ways from Phoenix, and a smile crept onto his face, but it didn't last very long, for maybe about ten Royal guards waited for him at the other end with their weapons, and horns readied. Phoenix stopped instantly and gasped in surprise.

"... Uh, Phoenix? Why did you stop?" Star asked.

"You five stay right where you are, or we will attack!" One of the Canterlot guards said, answering Star's question.

"WHAT!? OH NO!" The Crusaders exclaimed in fear of being captured.

"Don't worry, girls! I'll get us out of this too!" Phoenix assured them while he was secretly busy making another circle.

Two of the guards from in front of the team crept inside while two more from behind did the same. The Cutie Mark Crusaders whimpered in fear, while Phoenix just groaned and put a hoof on his face at all of this. One of the guards in front of Phoenix was about to lift a hoof and touch him, until he slammed his left hoof on the finished circle, and shot straight up with the Crusaders to freedom.

"And again, Sayōnara!" Phoenix exclaimed at the surprised guards. "Hey girls, why not say bye to our friends."

"See ya later!" Sweetie Belle and StarShine said to the guards.

"Smell ya later!" Scootaloo and Apple Bloom added before they all got out of the tunnel safely.

To the team's surprise and shock, there had to at least be a hundred Royal Guards waiting for Phoenix and the fillies to appear. Canterlot Castle was right there in front of the team, and the only way inside was to get past this horde of soldiers.

"Oh my Celestia... We're like Equestria's most wanted ponies...!"

"This is insane! How do we get in without hurting any of the guards!?" Scootaloo asked, trying to hide her horrified look with her hooves.

"... We don't have much of a choice here, girls, but... We have to fight our way through. Our friends are in there, and they need us, so let's not let them down!" Phoenix decided as he got himself ready to fight their way inside the castle.

"Does this mean we have to stay right here while you deal with them yourself?" Sweetie asked.

"... And why would I keep you four here all by yourselves when these guys could come over here at anytime and take you? Your all coming in with me, and that's that." Phoenix answered, lifting his flank up, and lowering his chest. "Let's roll!"

Phoenix charged towards the soldiers while they charged for him. Both sides were ready to fight for Equestria at all cost.

Inside the Castle, chattering, and shouting out things that Trigore or any of the other ponies couldn't hear since the doors were closed. Twilight Sparkle and the gang were in the throne room with Trigore and some of his servents, doing the cleaning again. The commotion was keeping them from concentrating on what they were doing at the moment, and they had to know what was going on.

However, Trigore wasn't going to let them out of his sight. Not even for a second.

"Uh, Your -Ugh- _Your Majesty_? What is going on?" Blitz asked, disgusted for saying those two words.

"I do not know, but none of you move from where you are." Trigore answered. "Guards! Secure the Castle from whoever is trying to get in! Secure all floors of this castle too! Do not let him out of your sight, and do not let him get through any of you, understand!?"

"Yes, my lord!" All of the soldiers in the room shouted in understanding before rushing out of the room with their weapons ready.

The sounds of explosions and the sight of magic blasts being heard, and seen, it could only mean to our pony group that there was a battle going on outside of the castle, and whoever was trying to get in was winning it seemed.

"I don't get it! Who's trying to get in here?!" One soldier mare from outside the throne room asked.

"I don't know! The others are saying that he's moving too fast, and he's too strong for them to catch!" Another mare with a gruff voice answered before an explosion downstairs set off.

"_Fast...? Strong...? Who could be able to fight off an entire army of guards on his or her own...?_" Twilight asked herself in her mind, keeping her ears open for any information.

Just by looking at Twilight's puzzled face, Rainbow Dash knew what she was thinking, and she was thinking the same thing.

Meanwhile downstairs on the first floor, Phoenix and The Cutie Mark Crusaders were fighting their way to the second floor, trying their best not to hurt the Royal Guards because they were still Equestrian's that were changed into darker versions of themselves thanks to Trigore. It seemed like 20 of them were attacking the team at a time, yet they were still kinda easy to get through.

Phoenix jumped over ten guards and landed on two more, then pushed their heads forward and had them bump into two others, then hopped onto the next three, and did the same with them. It was almost like a game of leap frog, but more harder because there were so many moving lilypads to hop on. After repeating this ten times, Phoenix hopped onto the floor and created a barrier to protect the girls and himself while he ran towards the stairs that five soldiers were guarding.

"Ah...! This is so crazy...!" Apple Bloom cried out, shivering from all of the Royal Guards that surrounded them.

"I know, right?!" StarShine added. "Ar... I wish I had my Feather Boa on right now...! In fact... (Pulls out her Feather boa, and puts it on) Fantastic!"

"WE DON'T HAVE TIME FOR DRESS UP, STARSHINE!" Sweetie Belle, Apple Bloom, and Scootaloo yelled in unison.

"Ugh! Could you four be any louder?" Phoenix sarcastically, and seriously yelled, but kept his attention on the path in front of them. "One... Two... THREE!"

Phoenix counted to three and doubled his speed in no time, zooming past the guards before they completely covered the stairs. The CMC screamed at the sudden boost of speed, and held Phoenix even tighter so they wouldn't fly off. The team was finally on the second floor, and advancing to the third, glad that they were almost to their friends and families.

A huge roar boomed from the third floor suddenly, and it sounded familiar to the fillies. It was like a Manticore, but much more angrier. It also sounded like there was guards upstairs, trying to calm the beast down, but were failing to do so.

"What in Equestria is that?!" Phoenix asked, since he didn't know who or what made that roar.

"We know that sound, but not where it's coming from. As you now know, it sounds like a giant beast is hurting the guards upstairs, so we better be prepared to face whatever it is now." Star answered before the roaring returned.

Surprisingly, there were no guards on the second floor, so getting through there was a sinch for the team, until about 20 guards from the next floor flew down in a panic. Phoenix instantly stopped dead in his tracks, but soon figured out that they weren't there for him, but because of the beast that was upstairs.

"Run away!"

"That thing is out of control!"

"Mommy!"

"Save yourself!"

"Um... Am I missing something here, or is that... Thing really that bad...?" Phoenix asked as he and the Crusaders watched the guards flee like cowards.

"I guess so if 20 guards are running away..." Sweetie answered as she and the other fillies sweat dropped.

"... Well then. We better lend them a hoof." Phoenix suggested, surprising the fillies once again.

"What?! Why!?"

"Because they need us, just like everypony else. I will not abandon anypony, even if they are my enemy. Now let's roll!" Phoenix replied before taking off towards the third floor.

There was a lot of rumbling coming from upstairs, meaning the beast that was up ahead must be pretty angry at whoever ticked it off. Rubble and stone broke apart and fell from the ceiling, trying to crush Phoenix and the others. The same was happening in the throne room, only not as bad as outside. Everypony dodged each one luckily, but there was even breaking windows, and curtains tearing and falling all over the place.

"_What in the name of Nemus is happening here!?_" The demonic voice asked, full of anger at the situation.

"ARGH...! This is beyond even my knowledge! Those guards better have everything under control, or else it's the dungeons for them!" Trigore answered, just as angry.

"This is gettin' outta hoof! What's causin' this?" Applejack asked after spitting out her dirty old towel rag.

"I don't know, but it's coming from downstairs!" Rarity exclaimed, spitting out her rag too.

More roaring boomed throughout the castle as Phoenix Burst and the CMC climbed up the stairs, and also more collapsing piece's of the place crumbled down on them, which they avoided easily. Once they finally got to the third floor, Phoenix consciously stepped forwards while the girls were finally off his back, giving him a little rest from all of his running. You could tell by now that he was tired and wanted to rest his hooves, but know him, he was going to keep moving instead, no matter how tired he was.

The entire hallway was pretty dark with no lights, and most of it was destroyed because of whatever the guards were running from.

"... Girls, I think you may need to hide now. We don't know what we're up against here, and I am not going to risk getting you killed." Phoenix stated as he looked around them for the beast.

"But what about you? You seem too tired to continue on, Phoenix." Star replied in worry of him.

"I know that, but I cannot just leave this alone when it's blocking our path. Just hide somewhere and wait while I take care of this." Phoenix said before walking forward into the darkness.

"... Geez, he is stubborn, and an idiot. He doesn't know what he's getting himself into..." Scootaloo muttered to herself.

"Well, let's go hide somewhere before we get caught by any remaining guards, girls. We don't want to put more on Phoenix's plate then he already does." Star replied as she went over to a fallen piece of the ceiling and hid behind it.

The other Crusaders rushed to Star's side and hid, too. Everything was too quiet for Phoenix's comfort, and a little suspicious for his aftertaste. Before he could ask who was in there with him, the lights lit in a very dim, but seeable way. It was still kinda dark, but it was enough for Phoenix to not complain at least. There were unconscious and knocked out Royal Guards all over the place. some on the ceiling, some hung on walls, and even on the ground like they were dead, but they weren't.

They were alive thankfully.

A small growl could be heard in front of Phoenix as he just looked around the hallway at the fallen ponies, catching his attention again. The creature that did all of this slowly came into the open to reveal itself to Phoenix, knowing what he was going to ask before he asked.

"... Wha... What are you...?" Phoenix asked himself in his mind as the creature's features slowly came into view.

The creature had the head of a rhino, the body of a Diamond Dog, the legs of a spider, the tail was a chain, and it had the screech of a Chimera in pain, which is what this thing is.

A Chimera.

The Chimera screeched at Phoenix and charged at him, getting him on his offense.

"Hmph. I've fought worse. So, we gonna do this your way, or mine? You wouldn't like my way very much, though." Phoenix told the Chimera, simply walking towards it. "You know. I hate Spiders. What do you not like?"

The Chimera just whipped it's tail at him, and screeched in his face.

"Oh, so that's how we're going to play, huh? Well come 'n get me, if you can!" Phoenix told it before running to his right.

The Chimera chased him around the room as he just ran around with no idea's hitting his brain. The Chimera's chain tail waggled across the air like a lasso as it picked up speed, trying to get close enough to tie Phoenix Burst up. The CMC watched in awe of this and cheered for Phoenix, or at least Star and Bloom did. Suddenly, the Chimera bit Phoenix's left hind leg, and threw him towards the girls. Thankfully, he only hit the wall behind them and landed on his hooves.

"Urg! That caught me offguard... I really need to step things up if I want to reach my friends, and confront Trigore!" Phoenix told himself before dashing towards the Chimera at full speed.

Lucky for Phoenix, a rope was in perfect reach for him to grab and tie the Chimera up in. Phoenix pulled out a hoof and waited for the rope to touch it, until the Chimera smacked him away from it and charged at him again. Phoenix quickly retaliated with a swift kick in the Chimera's face and pushed off it with his other leg, front flipping behind it. Phoenix rushed for the rope again, only to be tied up by the Chimera's tail and pulled towards it.

"Arg... Look, I know you want a hug, but I have something very important to attend to right now, so if you could just let me go..." Phoenix trailed off as the Chimera roared in his face. "... I'll take that as a no... Look, I didn't want it to go this way but... It's your own fault!"

"Hm?"

Phoenix broke free of the chains and landed safely on his hooves, while the Chimera screeched at him, but not in pain. Phoenix rushed for the rope again and caught it before the Chimera swept him up with it's claws to have him as it's meal. Phoenix ran across the walls with the rope in his mouth and jumped off, swinging around the Chimera and tied it up with the rope. The Chimera screeched again as Phoenix clapped his hooves in achievement.

"Well, I guess that's that. Come on girls, we have someplace to be." Phoenix told the fillies as he walked away from the Chimera, not noticing that it was freeing itself.

"Uh, Phoenix..."

"Come on, girls. We don't have all day... Or night." Phoenix urged impatiently, still not noticing the freed Chimera.

"Um... Phoenix...?"

"Ugh, what is keeping you girls from moving? We don't have time to waste!"

"Well then look behind you!" Sweetie Belle cried, pointing a hoof at the Chimera.

"Ugh, this better not be... Some... Sort of... Trick..." Phoenix slowed himself to a stop as he finally noticed the Chimera behind him. "... Um... Hey there, buddy... How're you doin'?"

The Chimera just snorted at him.

"Um... You want a hug? I could give you a hug if you want." Phoenix sheepishly told it, lifting his forehooves towards the Chimera. "... No hugs? Well then how about a cookie (Pulls out a cookie)? You want it? Do... Ya...?"

"... Put that cookie down!" Chimera responded with smacking Phoenix across the room, and knocking him out as well.

With the CMC out in the open, the Chimera screeched, and charged at them. The girls cried out for Phoenix to get up while trying to avoid the Chimera that continued to screech at them.

"Phoenix, help us!" Apple Bloom cried out of fear of the Chimera.

"AH!"

"Phoenix!" StarShine added, just as scared.

Phoenix's ears perked up at the sound of his friends being in danger. A growl left Phoenix's lips as he woke up and got onto his hooves, ready to deal with the Chimera again. Phoenix hadn't opened his eyes until he was completely on his hooves and facing the Chimera's direction, and they weren't it's normal Blue/Green anymore.

They were now it's Crimson Red.

"You... Had better... Leave my friends... Alone!" Phoenix shouted at the Chimera, getting it and the fillies attention.

"PHOENIX!" The girls shouted back in excitement.

Phoenix charged at the Chimera while it was distracted and headbutted it. Then jumped on it's back, riding it like a wild buffalo. The Chimera crazily swung around, trying to get Phoenix off of it, but was failing at it. Neither Phoenix, nor the Chimera knew that it was swinging so much that it bashed a wall and fell out of the castle, with Phoenix Burst still on it's back. The Cutie Mark Crusaders rushed to the edge of the broken wall, and looked down to see if Phoenix made it out alive.

To their luck, Phoenix was hanging on a loose curtain, and so was the Chimera, but it was also unconscious.

"Hi there, girls. I'll be up there in just a second." Phoenix told the girls, waving a hoof awkwardly at them.

"Wow, is he lucky or what...?" Scootaloo asked with a dumbfounded look.

"I don't know... I don't know..."

A moment later, Phoenix and the others continued up to the throne room and met with a few more Royal Guards at the entrance of the room in front of them.

"Hello, ladies. Mind if I join y'all?" Phoenix asked the guards, grinning mischievously at them.

"What the!? Get them!"

"You troublesome rebels are ours, now!"

Meanwhile inside the throne room, after the big earthquake that shook everything around everypony, things got quiet again, and a little too quiet. Everypony just stared at the doors, waiting for somepony to enter the room and tell them what's going on. What they did hear was the sounds of punch's and kicking from behind the doors, then the doors being blasted off by none other then Phoenix Burst.

"What in the!? Rebels!? Wait! Isn't that...!?" Trigore exclaimed in shock of Phoenix's appearance.

Phoenix and the Crusaders walked slowly into the throne room, and stopped in the middle of the room. All of their friends were in complete shock of Phoenix's return, especially Twilight. In her mind, she wanted to run to his side and hug him and apologize for letting Trigore send him away, but her heart told her to be patient and let Phoenix talk with Trigore about what's going on.

Phoenix tilted his head to his left to tell the fillies to go to their friends and leave the room, and they did just that.

"Girls..." Twilight started, but couldn't finish because she didn't know what to say next.

"We got him back, just like we said we would. Now he's going to try and save Equestria from Trigore, or at least that's what he told us." StarShine told everypony.

"Yes, and we are so very thankful that your alive..." Fluttershy replied, hugging the fillies lovingly. "We almost didn't think you'd make it back."

"Well it's all because of Phoenix Burst. He's been protecting us ever since we found him, but now we have to get out of here, and wait for him to finish talking to Trigore." Scootaloo explained, even though that was going to be Star's job.

With that being said, everypony, except Phoenix Burst and Trigore, left the room. Before they could all leave though, Phoenix coughed to get some of their attention, but not all.

"Hey!" Phoenix shouted, only getting Twilight Sparkle, Rainbow Dash, Blitz Minder, FireBlaze, and StarShine's attention. "... I'll come and find you after I'm finished talking with "Trisore". I won't be too long, I promise. Now go on ahead."

"... You got it, Phoenix." Rainbow replied before leaving the room.

Everypony else, except for Twilight followed. She just stood there, staring at Phoenix. She was so glad he was back, and didn't want anything else to happen to him after what happened before. She wasn't going to let anything hurt, or take him away again. Phoenix caught on to her gaze and tilted his head towards the door, telling her to leave.

"O-Oh, sorry. We'll see you soon, Phoenix." Twilight said, also leaving him behind.

While trying to catch up to her friends, Twilight cut her right hoof on a broken piece of glass, and winced in pain. It wasn't that painful, but it did bother her a little.

"Fiddlesticks... Phoenix Burst will find out surely... But I really don't mind though." Twilight told herself before continuing to her friends.

"_And I'll see you soon, everypony... Just let me talk with him for a minute._" Phoenix replied seemingly to Twilight in his head as he stared Trigore in the eyes. "Now as for you, Trigore! Your going to pay for everything you've done to everypony, and all of Equestria too!"

"Oh am I? I am quite surprised that you came back here to Equestria, let alone made it up here all by yourself. How is it that such a small little Unicorn such as yourself can make such a big problem to an entire kingdom?" Trigore asked, chuckling at the end of his question.

"I'm just full of surprise's, Trigore, and I've got a whole lot more were that came from." Phoenix answered bluntly. "Now tell me. Why is Equestria like this?"

"... I made it like this, and for a very good reason. I'm not going to tell you though. Now i must ask you something." Trigore answered bluntly in return. "Would you like to join me in ultimate conquest? You and I, two very powerful force's that can be invincible, together. We can rule this land as co-kings, having everything we want in our control. What do you say... Phoenix Burst?"

"... You want to know my answer? Well here it is... I wouldn't join a nutjob that enslaves his own kind like you, even if I could get the greatest power in the universe! I'd rather give up my life then to ever join you! I'm going to stop you from whatever it is you plan on doing, no matter what! And don't think for a minute that I will change my mind about any of it!" Phoenix angrily answered Trigore, meaning every word he said.

"Oh, we'll see about that! How's this? If you can overcome each of my challenge's that I throw at you, then I'll stop what I'm doing, and leave Equestria for good. That is, if you can." Trigore offered, hiding a smirk with his mane, and crossing his fingers behind his back.

"Hm... How many?"

"Three."

"... Done. And you better keep that promise." Phoenix accepted with a nod.

"Oh, I will. Now you better hurry along to your friends and rest your hooves, because these... Challenge's will be taking place today..." Trigore stated, nodding back.

"... Alright then... Wait, it's daytime?" Phoenix asked dumbfoundedly.

"Yes. In fact, it's morning. How did you not notice? Trigore answered, then asked.

Phoenix just pointed at the sky to his left, and Trigore facepalmed himself to his stupidity.

Of course, the sky had no sun or moon as far as everypony knew.

"Urgh. When the clouds in the sky are gray, then it's day. When they are green, it's night." Trigore explained, but still Phoenix was clueless. "Ugh! Just look at the clouds..."

Phoenix rushed to the window to his left in no time and observed the sky carefully. It was super strange, but it looked like it made sense.

"_Oh, I get it. During the day, the clouds are gray, and the sky is a little lighter then at night. It's almost as if a huge barrier is keeping the sun, and the moon from being seen. And it could also explain why all plant, animals, water, and even pony life is dying. Either that, or I'm going to have to learn things as I continue forward._" Phoenix told himself in his mind, sorta understanding what Trigore meant. "... Right, now I'll be waiting for the call, and when it's heard, I won't rest until everypony is safe again from you (Eyes flash from their Crimson Red, to their normal Grass/Water colors)."

And with that, Phoenix left Trigore and headed to the place where his friends were waiting. Trigore groaned to himself at the thought of not sealing Phoenix's magic before zapping him out of Equestria for his banishment. He even had the chance to do so when he was in the room a moment ago, but he didn't.

"_Why did you let him go!? The chance to either block anyways of using magic, or killing him was in your hooves, fool!_" The demonic voice yelled in anger.

"... I'm not sure why... I just... Didn't feel like it. But next time for sure... His life will be snatched from him." Trigore answered with the clinching of his talons.

"_... Oh yes, I almost forgot. I felt that pony's power level, but I couldn't calculate it. What was his power level?_" The demonic voice asked.

"Let me check with this (Pulls out a scooter)... It's over 9000!" Trigore cried in shock.

"_What!? Over 9000!? How can that be!?_"

While wondering through the halls, still trying to find his friends, Phoenix noticed a bit of blood on the ground, but it was so small that it almost wasn't noticeable. It also didn't lead to anywhere, so he was going to have to use his instincts to find them all.

"Okay, I've done this once before, so I can do it again!" Phoenix declared, pointing at one of the doors that was still holding. "Maybe I'll go through this room first."

Phoenix opened the door, and only met with the collapsing of the door and everything in the room.

"... Uh, okay? Next room!"

Phoenix continued looking through rooms, trying to find his friend's room, but still just met with destruction. This repeated over 20 times before Phoenix got tired of this.

"Shoot! I'm only destroying more of the castle then I should be! Oh! I'll never find them at this rate!" Phoenix told himself, stomping the floor multiple times in frustration.

"(Gasp) It's you!" A guard cried out to Phoenix.

"My mane is telling me that you are Phoenix Burst, right?" The other guard asked.

"Huh? Oh come on...! I don't want to-"

"It's okay. We're not here to fight you. His majesty, King Trigore, has ordered us to take you to your -Ugh- Friends. Come along now." The first guard interrupted, but in full honesty.

"Oh really now? Well that was nice of him." Phoenix muttered before following the guards.

During their trip downstairs, loud roars from somewhere deep underground could be heard not too low from Phoenix, nor the Royal Guards. This roar however sounded like a Dragon's roar, and a very angry Dragon, too. It sounded like it was in pain, or it wanted to be freed of something. This worried Phoenix a little, but that didn't lower his guard one bit. About thirty minutes later, the two escort stallions stopped in front of a door with a label saying "Room# 127", and opened it halfway.

"_Heh heh... My mane is telling me to push this colt in._" The second guard said in his mind before pushing Phoenix into the room. "Get in there, you rotten worm! My mane needs a nap, and your wasting it's time! But first... It needs a soupy bath. Yes you do. Yes you do."

"Ow! HEY! Why'd you do that!?" Phoenix yelled at the stallion's as they slammed the door in his face. "Yah! Those little jerks...!"

"Phoenix Burst, is that you!?" A familiar voice asked, catching the said pony off guard.

"{_That voice... Isn't that... Princess Luna!?_} ... Princess?" Phoenix muttered, turning to his friends that were staring at him. "... Guys...? You're all here!"

"Phoenie!" Pinkie Pie screamed with joy as her mane actually puffed back into it's original state and rushed to Phoenix Burst, along with everypony else for a group hug. "We missed you so much, Phoenix Burst!"

"Hehe. I missed you t-"

"Where have you been all this time?" Rarity asked, nuzzling Phoenix's left cheek.

"W-Well-"

"What did you see while you were gone?" Fluttershy asked next, interrupting Phoenix.

"Well, if you would-"

"What were the ponies like? If there were any." Applejack also asked, interrupting Phoenix too.

"The thing is-"

"When were you going to come back? It felt like a few years since you left. Not that I was worried or anything, because I wasn't." Rainbow interrupted, too.

"Well I-"

"Please, everypony, give him some space. He is trying to say something." Celestia inquired, getting everypony off of Phoenix. "(Sigh) You may continue."

"Thank you, Princes-"

"Oh no, I am not a princess anymore since the day Trigore sent you away. Just call me "Celestia"." Celestia also interrupted.

"That goes for me, too, Phoenix Burst." Luna added.

"... Alright, Celestia and Luna... What I was _trying_ to say before all of you tried to suffocate me was, I missed all of you, too. I was living in a cave all this time, trying to survive on my instincts, I saw a lot of beautiful creatures, and the scenery was gorgeous. There weren't any ponies at where I was, not for miles, and I was trying to take care of something before I came back. I guess you can say that the Cutie Mark Crusaders got me at the right time, and thanks to some persuading from them when I refused to come back until a later time, I chose to come home and see you all again. I've missed you all so much. Really. And I'm so sorry I didn't come back sooner." Phoenix explained to everypony, spacing out a little at the thought of his... Problem. "_Sure my "problem" isn't dealt with yet, but my friends had to come first. I promised them I would come back to them, and that's what I intended to do._"

"What was your problem?" Luna asked, slowly walking up to Phoenix.

"Uh... Well that's classified." Phoenix answered with a duck face, but couldn't help but to crack a smile.

"And why is that?" Luna asked.

"... Because it is, Luna."

"Phoenix, you don't need to hide it from us. Just say it." Luna said, walking towards Phoenix in a threatening way.

Celestia just covered her muzzle as she began to giggle, while everypony else sweat dropped. Luna and Phoenix just ran in circles, laughing like it was a normal day for all of them. Luna finally caught up to Phoenix, and tackled him onto the floor.

"L-Luna... Don't."

"Phoenix..." Luna stopped as the door slowly opened up again, and both pony's stepped away from the door to let whoever was coming in.

The pony who was entering the room was Sharp Iron, "The Traitor" as everypony calls him.

"Hello there, everypony. I just came here to check up on-" Sharp Iron froze at the sight of Phoenix Burst being in there. "... N... No way... I haven't seen you in so long. How did you get here, Phoenix Burst?"

"WERE YOU NOT LISTENING TO ALL OF THE EXPLOSIONS AND COMMOTION HERE IN THE CASTLE!? I'M PRETTY SURE SOLDIERS WERE SAYING "GET THAT RED UNICORN" Like this!" Phoenix shouted in Iron's ear, popping his eardrum.

"Ow...! I can hear you perfectly... And as for all of the commotion; I wasn't even paying attention to it at all. I was playing "Go Pony" with a few workers at the time, and won most of my games. Haha, it was pretty fun." Iron replied sheepishly, making everypony else fall backwards. "Hahahaha...! (Sigh) Now enough of that. Why are you back, Phoenix? Don't you know what you might be getting yourself, and everypony else into? Your return may have just put Equestria at risk."

"Why would Equestria be at risk because of my return?"

"Well... I'm not totally sure, but his majesty has been quite... Out of it, recently. He gets into trance's at random times, he yells and argues about strange things at night. I even overheard him talking about something, but I couldn't understand it."

"Well then, why are you telling us this, huh?" FireBlaze asked, showing his not-so-interested demeanour.

"I don't know. I just... Feel like it. Besides; what if it has something to do with us? Hay, it could even be something about Phoenix Burst coming back here. There's _endless possibilities_. Get it!?" Iron answered, adding a laugh. "Ah... Good times... Now Phoenix Burst. If this is about you coming back; then do you know what could be at risk? Many lives could be lost. Tell us you know this."

"... Yes, I do. I know the risk's of coming back to Equestria. I know that many things will happen, and that decisions might be made in order to win back our home... But that's why I came back. I don't care about what's thrown at me, or if I'm killed on the battlefield. I just want to bring back the Equestria we all knew and loved so dearly. I will fight whatever comes my way, and smack it into the next semester. I also came back because... I promised all of you that I would. I was never going to break that promise to any of you, and now that I'm back... I'm going to do everything in my power to save Equestria, and bring back everypony's happiness and freedom!" Phoenix answered with determination, showing pride in his speech with a hit on his chest.

An intense silence took place after Phoenix's speech with everypony staring at Iron. Something in his eyes seemed... Uneasy to Phoenix, but not dangerous or threatening. And to Sharp Iron, he could see that everything his old ally/rival had just said was honest and true. If Phoenix Burst really thinks he can do it, then Iron was just going to have to take his word for it. After about a few minutes of staring, Iron shook his head and chuckled softly.

"Heh, what a uninsimtamating turd. Well good luck, because you might need it." Iron said before turning to the door, and opened it. "... I hope you win..."

Did they just hear that right? Did Sharp Iron actually say "I hope you win"? Phoenix's mouth dropped after hearing that, and fell face first onto the floor. Everypony just stared dumbfoundedly at the door while Terria kept tackling Phoenix's head to try and wake him up.

After about an hour of explaining what everypony's been doing, and just random conversations, everypony went to doing normal things together. Phoenix however was sitting alone at a window, staring at the "Daytime" sky. Twilight was currently talking with Blitz Minder and StarShine, speaking of random things.

She then noticed that Phoenix was all by himself and decided to join him. Even after all this time, he was still a little distant and secretive.

Phoenix noticed her coming his way and scooted over so she could have a seat next to him.

(Song in background: Promised Land) (Instrumental)

"... Thanks... Hi, Phoenix."

"... Hey."

"... So how are you doing since you got here? I've heard everything the Cutie Mark Crusaders told everypony about what happened out there, and from what I heard; you seem to have really done a good job taking care of yourself and the girls." Twilight Sparkle said, trying to look at Phoenix's face.

(Female vocals)

**_There is a place, out there in the world beyond, that I can feel you with with me. I can't stop thinking of you, since you've been gone away from here. Shedding the tears, crying out your name... Cause you were such a precious part of me, and there was no one out there to fill my shattered heart..._**

"... Well it wasn't that hard. We had some difficulties, but I managed to get us here safe and sound." Phoenix replied, keeping his eyes away from Twilight.

"... So... What was the forest like? What did you see? I bet it was great out there." Twilight asked, hoping Phoenix would open up a little to her, or at least look at her.

**_Oh but now, I have realized that you were never gone, even when I saw you walk away. I know that you will come running back to me, when I least expect it. I will get to hold you in my arms once more in a new land I made for us. In our Promised Land..._**

"... I don't know. It was peaceful, and serene. Full of life, and it was very lively. During my time there, I had to learn to forage stuff, make fires, and craft stuff out of wood and other material. It was like camping for the first time in my life, but without any guides. It wasn't an easy job for me to figure out on my own, in fact, I almost killed an animal while trying to make a fire. I've had to live in a cave, survive in situations that could be considered risky, and even had to deal with bandits because I freed prisoners from them. Hay, I even jumped off a cliff just to try and prove a point." Phoenix explained, confusing Twilight Sparkle with the last bit. "... Okay, the last part was made up, but you see what I mean, right? I've been dealing with a lot on my own out there, and none of it was easy. I felt lost, hungry, sometimes in pain, but most of all... Lonely. But you know what they say; Nothing ventured, nothing gained. I sure ventured a lot, but didn't get much gained."

**_In our Promised Land, I will use nothing but the love you gave me, and see it to the end... That there is nothing to worry about. The only thing I can do is pray for your safety, and wait for your return._**

"Oh, Phoenix... You don't have to feel like that anymore. You didn't have to feel alone when we were always with you, just like you were always with us. It's just like you tell me; nopony can ever really, truly be gone unless they're forgotten. Well, I sometimes felt like you were really gone, but I knew that was-"

"Twilight...! Haven't I told you a bunch of times before that I would never really truly be gone? I was going to come back to you. I was going to return to all of you like I promised I would, especially to you. I was never really truly going to be away from you, and now that I'm back, I'm going to do everything in my power to bring back the land we called "Home". So don't ever think that I'll leave you, Twilight, because I will always be with you, no matter what." Phoenix explained, interrupting Twilight and brought her to tears.

**_In our Promised Land; I will never shed a tear, because of the strength you gave me. There is nothing to be afraid of. I know your heart will lead me through the path I should take, even if it's dark and lonely... I don't want to give up my heart...!_**

"... I... I'm so sorry... I didn't mean to make you angry or anything... I just... I felt so useless and pathetic since the day you were taken away from us... In fact, I may just be useless and pathetic... It been so hard without you for these three months... You taught me much, Phoenix... You helped me through hard times... You saved my life more times then i can count, and when it was my turn to help you... I did nothing... I couldn't prevent you from being taken, I couldn't prevent Spike from being taken, I've only been a useless pony that cried and cried... I'm so sorry... " Twilight replied as she laid her head down on Phoenix's shoulder and cried.

(Instrumental)

"... No, Twilight. You are not useless and pathetic. You're very smart, resourceful, kind, funny, strong minded, Strong hearted, nice, and... Beauuuu- Pretty! That's it! Pretty! You... Are very... Pretty... Anyways, it is not your fault that either me, or Spike was taken. Nopony could have prevent what happened that day from happening, and even if there was somepony that could; it would have made an even bigger problem for all of us. And you did not make me angry, not in the very least. It would take a whole lot more then that to anger me, and besides; I couldn't get angry at you. You, and everypony else, means so much to me, and the thought of losing one of you would be heartbreaking. During our time together as friends; I've learned a lot about friendship, too. I've learned to open up my feelings more because of your help. You were with me when I needed a friend, and when I felt that I was going to lose everything once. You were there when I needed somepony to talk to, and to express my inner self. When I felt weak or tired; you helped me stay strong. So please, Twilight Sparkle, do not cry. You did nothing wrong. You are not useless, and don't you forget it." Phoenix told her, wiping away her tears with a hoof. "I don't want you to cry anymore. I... I don't like it when you cry, Twilight. It hurts me to see when you do cry... And it makes me feel like I'm the one that hurt you... I don't want to hurt you again, Twilight... Not like that time awhile back when I burned your hoof. I made a promise to you that I would never hurt you like that again, and I intend on never breaking it."

(Male vocals)

**_Out there in the world I currently walk; I feel so lost and abandoned. I have been thinking about you since the moment I left. All the promise's we made has kept me strong. Making me smile, making me laugh so many times... Everything feels so right, because you are making it so, even when you're miles away from me..._**

"... Phoenix Burst... You are so... Sweet. And such an idiot." Twilight replied, making Phoenix flinch in surprise.

"Wha...?"

"You can be a idiot sometimes, and usually because your so secretive, arrogant, reckless, overprotective, sometimes you get as cocky as Rainbow Dash, and you react too quickly for somethings. It usually get's you hurt a lot, But... That's what I missed about you. When you and Spike were taken, it didn't just affect me, but all of us. With you two being gone, it's like two important piece's of our group of friends were missing, and couldn't be found anymore. But now that your back, one piece has been restored. The other however is still missing. Spike is still somewhere out there, I just know it... I always knew you'd come back, Phoenix, which is why I still had hope in me. Yeah, I'm the one who said that you might not come back, but that didn't mean that it was true. I knew you'd return, and I'm so happy that your back, but without Spike... Phoenix, I know you came here to save Equestria from Trigore but, I just want you to know that even if you can't bring home back to the way it was, it wouldn't matter to me. If I was to die, I would only want to if I'm with my friends. If we were to fall, I'd want us to fall together till the very end. Without you, or Spike, our bond wouldn't feel complete, but together, it would feel... Meaningful." Twilight explained as she pointed to their friends one by one. "Also... Thank you for keeping that necklace Spike gave you on. To me, it feels like a lit flame of hope that he is still somewhere safe. I just... Really miss him, Phoenix. A lot."

**_I have finally figured out why I left the world we once shared. There was not a time that I have ever stopped believing in our friendship. I have not left the field of lilies we once stood, I just needed time to clear all the pain that broke us apart. I will return to our Promised Land, to give you one last kiss that will bring everything we lost back in our hands..._**

"... Is that so...? Well then, I'm going to do everything in me to bring Spike back, and also keep us from dying. You, along with all of Equestria, is innocent of anything Trigore does, and whatever he's planning, I'll do everything in me to stop it. Don't worry, Twilight. You can count on me!" Phoenix replied eagerly, getting a soft giggle from Twilight.

After Twilight was finished giggling, she sighed happily and put a hoof on Phoenix's chest. She never touched him like his before, so this was kinda rare, and nice to Phoenix, and maybe Twilight too. Being able to be in each others embrace's felt so comforting that they could just fall asleep right there.

**_In our Promised Land; I'm going to return with the love you gave me. Something I thought I'd never have. Something I lost so long ago. Baby, I will never give up my journey with the strength you gave me, nor slow down my decent. I won't ever leave you again, as long as you keep the love we once shared close to us. Our Promised Land shall be the resting spot for the new life, and nothing shall destroy what we have created... I don't want give up my heart...!_**

It was weird, but they also didn't notice the mistletoe Pinkie Pie was hanging above them, and that everypony was snickering.

One of the only things that could ruin this is a spider.

Thankfully, that wasn't the case. The only thing bad about this was that Twilight's hoof that had the cut from earlier was on Phoenix's chest. Phoenix took notice of it and silently gasped.

"Twilight, how did you get this cut on your hoof?" Phoenix asked her.

(Male and Female vocals)

**_Together at last in our Promised Land. Our broken lives revived, by the love we gave each other. Holding our hands together once more, hovering towards the place that brought us together. I will not let you go again, or separate the binds that we formed with the strength we gave each other. Everything is much clearer with you, smiling willingly to my darkened heart... I don't want to give up... Your heart...!_**

"Huh? Oh, this? I think it was when I was trying to catch up with everypony else to get here. That piece of the pillar from the ceiling cut it- Huh? What are you doing?" Twilight asked as Phoenix pulled out a handkerchief with his magic.

"Here, give me your hoof, Twilight." Phoenix said, taking her hoof with his right hoof, then tore a big piece of the handkerchief to tie around her.

"W-Wait. Why did you do that, Phoenix Burst? Isn't that handkerchief important to you or anything?" Twilight asked again, blushing at how close together they were.

(Instrumental)

"... No, not really. It's just a handkerchief, and besides, that wound isn't going to heal itself. Well, it is, but that looked like a fresh cut, and injuries shouldn't stay unattended for too long." Phoenix answered with a blush too, carefully tying the torn piece of cloth around her cut hoof. "Geez, I guess I forgot to mention this but, your also pretty reckless, and stubborn once you think about it."

"Hey! That's something I should be saying about you, moron!" Twilight angrily replied.

"Well the only moron here is you, Stupid."

(Female vocals)

**_Back in our Promised Land... The place you helped me make with the love you gave me. I can see that the fear I had has left, since the precious clarity I hold from your light keeps me strong...!_**

"Pighead!"

"Lamebrain!"

"Dufus!"

"Egghead!"

"Knucklehead!"

"Cottonball!"

"Dumbnut!"

"Idiot!"

"Reckless Jerk! Stop acting like you know me!"

"I've never acted like that, Twilight! Your just making stuff up now!"

"I am not!"

"You are too!"

"Not!"

"Are!"

"Not!"

"Are!"

(Male vocals)

**_Back in our Promised Land, where I fight on hard with the strength you gave me. Everything we left behind still finds it's way back in our path. I haven't forgotten the happiness you left in my arms, giving what I need to protect the land we share...!_**

"_Hmm... Wow, I haven't seen Twilight Sparkle be this active since the day Phoenix Burst left, and they're already going at it... At this rate, I have a feeling that he might just be able to bring our homeland back to us. If he can bring the Twilight Sparkle we knew back in just minutes; he just might be able to beat Trigore... Also judging from what the Cutie Mark Crusaders said about him handling the guards outside... He might have what it takes._" Celestia spoke in her head as she and everypony else watched the two Unicorn's continue to argue. "_Hm. Those two look so cute together._"

"_They have never fought like this before, let alone, ever. This could be a sign that they might be getting closer to each other as friends... Or something more once you look at them... Man, it's almost as if we're already in our old Equestria right now because of them. Yep, you just can't separate these two, or at least for very long._" Blitz also thought.

(Male and Female vocals)

**_There's just one thing that can never be replaced. I am still counting the days we were separated, and holding the promise's we made to each other. I will not give up the things that made who we are, that made us free from misery! I will keep on fighting long and hard, and hold the very pride that keeps us together... I don't want to give up... Your heart...!_**

(Instrumental)

"Heh, just look at'm..." Applejack said, smiling at the bickering Unicorn's.

"I know...! They look so adorable when they fight like this." Pinkie replied.

"Adorable? From the way they're acting; I think their..." Bass slowed down as Cupid joined in.

"In love!"

"Oh, grow up, guys. It's just regular argument between friends, that's all." Zei replied.

(Song end)

Suddenly, a guard pony opened the door and looked around for something, but then stopped at the sight of Phoenix Burst who stopped arguing with Twilight Sparkle.

"Mister Phoenix, it is time for you to get ready. The king has prepared everypony in Canterlot for your challenge's at the Colosseum, and he's expecting you to be prepared for it, too."

And with that, the guard left everypony to themselves and just sat by the door. Phoenix was prepared, but depending on what he had to face, would also determine how prepared he really is.

"Phoenix Burst, are you really ready for what's ahead? Who knows what dangerous things you'll have to deal with..." Twilight trailed off, thinking of Phoenix's safety.

"And what if your killed? Things wouldn't be the same anymore if you were to lose your life." Rarity added.

"... Don't any of you worry. I will not let something like that happen to me. I'm going to do everything in my power to beat whatever Tigore throws at me, and knock it into next semester. By my tail, I will win back Equestria for all of us, and everypony else that helped to make Equestria what it was before Trigore overtook it. I Pinkie Pie Promise all of you that I'll win, and make everypony happy again." Phoenix purposed to his friends. "Cross my heart, hope to fly, stick a cupcake in my eye. (Actually pokes his eye) Ow! I... Meant to do that..."

"_... Oh Phoenix Burst..._" Luna thought as she smiled at Phoenix.

"Well, if you are 100% sure about this, then you better not let us down." FireBlaze said.

"I already promised I wouldn't, FireBlaze. I'll do my very best to survive these challenges, and beat Trigore. You can count on me!" Phoenix replied before walking to the door. "Now if you all are prepared, then let's roll!"

"Master!" Cupid and Zei cried as they rushed over to Phoenix and became smaller versions of themselves, then sat on Phoenix's shoulders.

"W-W-What in the name of Equestria?! How did they do that?!" Blitz cried at the sight of the two Glyfh's shrinking.

"... We're Glyfh's. It's a part of what we are, which is living spirits. We're alive as in having life, but not fully. It's confusing to explain, but we're not dead, but not completely alive either. We're part of both planes of the life and death tube that every other living, and none living being is a part of. Even all of you are a part of this tube. Us Glyfh's, and the Cybran's, are in between the plane." Zei explained in full detail of what he knew.

"So you and Cupid are like half ghosts, and half pony?" Bass Rush asked.

"... You could say that. We're not very sure about the laws of our existence, but what Zei, my brother, just explained is all we really know about ourselves. There is a world where Glyfh's like us exist, but only Glyfhs, Cybrans, and Hunters like Master can enter." Cupid answered.

"That sounds pretty confusing..." Fluttershy muttered to herself.

"... Well, we better get a move on now. Let's not keep the "King" waiting." Phoenix said, Quoting the "King", before opening the door, and let everypony out before him.

"Oh, I'm sorry, but my mane says they cannot come with you. They will have to find some seats along with the other ponies. You however will have to come with me. Come along, Sir Phoenix Burst." The guard from before told everypony before taking off.

"Sir Phoenix Burst? When did I get a title for myself...?"

"Don't worry, Phoenix. We'll be cheering you on from where we sit. Don't you dare lose to whatever you're up against, got it?" Twilight said, blushing again as Phoenix nodded to her.

"You got it, Twilight. Watch me turn their world to ash, guys!" Phoenix replied, waving to his friends before joining the guard.

"Heh, you know we will, Phoenix..." Luna muttered with a soft smile, waving back to Phoenix.

Meanwhile at a Colosseum like place; everypony in Canterlot, and Ponyville, have gathered here to see Phoenix Burst go up against tests that nopony else could beat before and win. Trigore, and some of his servant's, sat at the very top of the Colosseum in a medium booth with a large window that everypony in the room could see through. The Colosseum itself was pretty huge, big enough for countless battles without it needing to be repaired. One of Trigore's servant's whispered something in his ear for a second, then Trigore nodded and stood up.

"Hmm... This will quite entertaining indeed... And also quite filling." Trigore said, looking down upon his ponies.

"_Yes. Maybe this time, we'll be given a interesting show. Seeing how well this Red Unicorn could handle a whole army of ponies while carrying four fillies on his back, he might just be the most entertaining little, puny Unicorn we'll ever have, until he dies that is._" The demonic voice replied, sounding sinister and lustful for Phoenix's failure.

"Right, but now I have a speech to give out." Trigore said before laying the staff down in his lap, ready to give his speech. "Hello, my beloved citizens. Your daily struggles are appreciated. We advance onwards to a new future. A future lead by our strength. Are we not more powerful then those who do not aline with us in our great struggle for a better future? A better path in a new generation? Are we not more powerful then those who rely on the hopes and dreams of harmony, and weakness?! Without any effort, not breaking a sweat, wanting only glory for themselves. Will ponies like that ever be victorious? No, they won't! What we need is not protection from others, or prayers to continue forward. Your former Princess' was beaten by such nonsense. Let us not make the same mistake! Let us form a new way to create, to grow new life, and to spread our population across other lands! We must be strong of mind and heart, because if we do that, we can do so much more then we think! We can create new life, obliterate countries, and move all of Equestria to the center of power and triumph! We can change the fate of everything around us, and I have the formula to do such wonders. With just a little bit of time, and not that long from now, we can create something greater then we could ever imagine, something dreams can't even conjure up no matter how hard we think! Now today we have come here again for another round of annihilation battle since another pony wants a shot at death. But this isn't just anypony from either of your towns. This is a pony who came from another land who wants to try and beat everything that's thrown at him. A pony who came from far off, just to dethrone your ruler, ME! This pony has been sentenced to banishment three months ago, and now has returned to face these great challenge's that lay ahead of him. Let me not waste anymore time because I am eager to see what exactly this Unicorn can do. Allow me to introduce to you, the Red Unicorn, Phoenix Burst!"

Upon hearing his name, everypony in the Colosseum cheered and applauded to Phoenix, happy and excited to see the young hero return. Phoenix breathed hesitantly as he listened to the crowd cheer his name. He was practically speechless, but also frightened. He was okay with a small crowd of ponies, but not that much of a fan of big groups, like Fluttershy, but not as frightened.

"It's O.K, master. We're here with you, so don't get frightened." Cupid said, trying to help Phoenix keep his cool.

"F-F-Frightened? M-Me? N-N-No way. I'm b-being as cool as I can b-b-be."

"Arg, Master, if your going to save Equestria, then get over your stage fright. This is nothing compared to what your going to have to face." Zei bluntly stated.

"B-But-"

"He's right, master. Get over this already so we can go out there." Cupid butted in abruptly. "Think of our friends. Think of Twilight Sparkle."

"Cupid, don't say that!"

"Master, we all know that you like her, but that's not important right now. We've seen what Trigore has in store for you, so you'll need us. If we are to win; we need to beat Trigore at his own game."

"... I guess Your right..." Phoenix replied, dropping his head in dismay. "Let's get out there then, and I have no feelings for my teacher. I just wanted her to feel better. We have no love interests."

"_Riiiight_. Now lift that head and Let's roll!"

Phoenix lifted his head as Cupid and Zei became their mini selves and sat on Phoenix's shoulder again, then ran out of the waiting room he was in. The crowd of ponies cheered even more as the Scarlet Unicorn finally made his appearance, and the doors behind Phoenix closed.

Trigore grunted at the Unicorn's childish appearance and tapped his staff on the floor of the room he was in to gain everyponies attention again.

"Well, now that the Red Unicorn has made his appearance, let us bring out our first contender. "Tabius, the Abyss Serpent"." Trigore announced before the ground underneath Phoenix changed into a glass floor, with a sea of water inside, containing a living creature in there, too. "Oh... Tabius looks kind of hungry. Be a good Unicorn and feed her for me."

The glass floor suddenly disappeared and Phoenix fell into the water. It was pretty dark inside the water, so Phoenix couldn't see what he was up against.

_"Shoot...! It's so dark down here that I can't see the bottom. Where is this thing?_" Phoenix asked himself in his mind as he kept looking around for Tabius.

Phoenix took a closer look at the northwest part of his side, and saw something in the shadows moving smoothly through the water beneath him. Upon trying to swim closer to it, the thing stopped moving and turned to Phoenix, seeing him come closer to it.

Phoenix stopped swimming once he got a closer look at the creature, and panicked as it instantly shot at him with it's fangs showing.

It looked like an electric eel with a small, Yellow glowing orb on it's neck, the head of a Griffon, and two pairs of razor sharp wings.

"_Oh Celestia! So that's what Tabius looks like!?_" Phoenix thought as he swam away from the incoming serpent.

Almost to Phoenix's tail, Tabius stopped chasing him and dove deeper into the water, confusing Phoenix. Phoenix stopped swimming and searched for Tabius, along with Cupid and Zei. From the corner of Cupid's right eye, he found Tabius swimming towards them with it's fangs out again, causing Cupid to tug on Phoenix's left hoof. Phoenix looked down at Cupid's hooves and snatched it away, then gave him a questioning glare. Cupid hastily pointed at Tabius and shook his head, getting his brother and master to look at where his hoof was pointing.

"_... OH GEEZ!_" Phoenix yelled in his head as he dodged Tabius, and swam deeper in the water. "_How do we stop this thing, guys!?_"

"_How should we know, master?! This is our first time seeing this thing!_" Cupid replied in telepathy, flapping his hooves like a bird, flapping it's wings.

"_I thought you said you knew what Trigore would throw at us!_"

"_We do, but he's never used this thing before!_"

_"Well, we have to think of something! I am not going to let us die here, but I need you guys to help me out!_"

"_... Wait! Do you guys seem to notice that glowing orb on Tabius' neck?_" Zei asked, joining in the telepathy.

Phoenix and Cupid took a closer look at the orb on the back of Tabius' neck, noticing it's glow keeps fading out every time it went deeper down into the water.

"_... Yeah, we see it... Wait, you don't mean..._"

"_I think so. Somehow we have to hit that orb when it's near the surface._" Zei said with a nod.

"_That seems like a good start, Zei! Let's use teamwork to get this thing to the surface, guys!_" Phoenix declared before swimming closer to Tabius. "_You guys head to the surface! I'll bring Tabius to me and make he or she chase me to you, then you guys move out of the way and I'll hit the orb!_"

"_Got it, master!_" Both stallion's replied in unison before heading up.

Tabius was just swimming around, watching Phoenix get closer to it while Cupid and Zei hurried to the surface, seeing the sort of light sky coming closer to their view. Once Tabius was close enough, Phoenix stopped swimming and watched it swim around him like a predator. Catching Phoenix off guard, Tabius shot at him and bore it's fangs once again. Phoenix quickly dodged it and swam to the surface with Tabius chasing him. Just how Zei deduced it, the orb on Tabius' neck glowed brighter when it was closer to the surface.

_"I guess Zei was right! That might be it's weak point!_" Phoenix thought as he swam faster, trying to avoid being eaten alive.

When Phoenix was almost to where his partners were waiting, Tabius swung it's tail and caught Phoenix, then took him down with it.

"_(Gasp) Master!_" Cupid cried in thought, reaching a hoof out to Phoenix.

"_Cupid, go after him! I'll keep the surface in check while your away!_" Zei ordered in thought.

"_Right! Change!_" Cupid shouted, changing into a torpedo, then shot towards Tabius and Phoenix. "_Here I come, master!_"

Tabius swam around the whole pool while Phoenix continued to struggle out of it's grip. Phoenix was slowly choking to death by Tabius' tail and losing consciousness by the minute because of the lack of air he had. Phoenix stopped struggling and fainted. He then slowly opened his eye upon hearing a whoosh coming his way, seeing that it was coming from Cupid.

"... _Cupid...?_"

"_Master, I'm here, just hold on!_" Cupid told Phoenix as he's torpedo form stuck onto Tabius' tail.

Tabius screeched in pain and let Phoenix go, creating giant waves above at the surface. Everypony in the crowd gasped at the sudden sight of the waves, and Trigore grunted in annoyance.

"_Urgh! What is taking Tabius so long!? She should have eaten that blasted Unicorn by now!_" Trigore said in his mind, making a muted growl.

While with Twilight Sparkle and the gang, everypony began to get worried that Phoenix may have been eaten by Tabius. Twilight, however, felt that he was handling Tabius just fine, and kept her hopes up. While she was walking with her friends to their seats, she promised herself that she would keep believing in Phoenix, and that she wouldn't cry as long as he was still fighting hard to save Equestria. She felt that he had the power to save the land from Trigore, so she needed to keep it that way.

"You can do it, Phoenix Burst..." Twilight muttered to herself, not noticing Celestia looking at her.

"_... She seems to be growing fond of him. She must really believe in him, so we should do the same. I have a feeling that Phoenix Burst will not let us down._" Celestia said in her mind as she looked back at the water.

Back with the trio, Tabius was chasing Cupid and Phoenix back up to the surface again, and it's orb glowed brighter and brighter as it got closer to them. Phoenix nodded to Cupid, which he returned, then instantly stopped and dove down under Tabius while Cupid and Zei went in the other directions. Tabius tried to spin around, and dive back to the depths of the water, but Phoenix quickly found an opening, and kicked the Abyss Serpent out of the water by hitting the orb, scaring everypony as Tabius flew out of the water.

"What!?" Trigore yelled in surprise.

"_I hope that thing had it's little meal... Unless...!_" The demonic voice said in a bit of surprise.

"Is that Tabius!? That thing is huge!" Blitz Minder exclaimed.

"Wait, if that's Tabius... Then where's Phoenix Burst, Cupid, and Zei?" Applejack asked.

In the water, the three mentioned stallions stuck their heads out, and gasping for breath while everypony else cheered for them.

"There they are! They're alive!" Luna pointed out, happily cheering for the trio with the others.

"Ha ha. I don't know who is happier about it. You or Twilight Sparkle, sister." Celestia said.

"Huh? Whatever do you mean? I'm just happy that somepony actually survived against that thing, that's all." Luna replied with a irked expression.

"Look here." Celestia moved back to show Luna how happy and cheerful Twilight was. "She looks so happy, even when things are so bleak. You know, when Phoenix Burst and Sharp Iron first came into Ponyville, I always thought they were a bit strange. As if they are from a faraway land, other then Equestria. I felt like that because their powers, and personalities are... How should I say... Different. Something that doesn't seem to be familiar to me. But now it is different because once I got to know them more, I started to feel their true selves open up more and more, especially Phoenix Burst. Learning about his past life, and his current life really effected me in places thought it wouldn't, even Sharp Iron's life took a bit of a toll on me, but I know that with the help of their friends, they can truly change things for the greater good of their friendship, and maybe others, too. I also have a feeling that Phoenix Burst opens up to Twilight more then the other girls, while Sharp Iron tends to keep to himself. They really seem to understand one another quite well. I really hope that when this is all over, and when things are back to normal, Phoenix Burst and Sharp Iron can settle out things between them."

"Well, with those two, it's a little difficult. From what we've learned about their partnership; they'll need some time to straighten things out, and accept each others friendship." Luna replied.

"Too true, Luna. Sharp Iron may need some help, though. Phoenix Burst on the other hoof... Luna, I have a question."

"... What is it?"

"Is it really possible to suffer so much, but still smile?" Celestia asked.

She knew perfectly well that Luna was the same there. She didn't smile much before all of this, but now she wouldn't smile at all... At least until Phoenix came back. Celestia saw that smile Luna made when she chased him around for an answer he wouldn't give.

That wasn't something Celestia had seen from Luna in a long, long time.

"That should be something I should ask." Luna said before everything around the Colosseum started to shake. "What in Equestria is happening now?!"

Phoenix and his partners flew out of the water and waited for the earthquake to pass, looking around the place for the source. The water began to freeze up, but before it froze completely, Tabius also flew out and went past the trio.

"What!?" Cupid cried with his jaw hanging open.

"That thing is able to fly?! I thought those wings were just for show!" Phoenix exclaimed.

"More importantly, how come Tabius isn't defeated? We hit it's orb, didn't we?" Zei asked as they lowered themselves onto the Ice. "Whoa... That's cold."

"Ha! You really thought that was going to be the end of Tabius, Puny Unicorn? Think again! Tabius is a Sea Serpent, and a Wyvern! It's the end of the line for you since you can't reach her from there! Just give up while you can, and we can call this a truce!" Trigore announced evilly.

"You've got to be kidding! You know for a fact that I am not going to quit, Trigore! And just you wait, because this Unicorn is still full of surprise's!" Phoenix replied, looking up at Tabius. "Cupid, Zei, launch me into the air, now!"

"Alright then! Hop on!" The duo replied, lowering themselves so Phoenix could stand on their backs. "Three, two, one, GO!"

With the support of the brothers lifting their backs in time, Phoenix jumped into the air and planted himself onto a wall. Phoenix ran around in circles, going higher in each lap until he reached Tabius, then jumped off the wall and landed on Tabius' tail. Tabius flew around the Colosseum, trying to get Phoenix off of her, and waggled her tail crazily. Phoenix still held on, but was losing his grip on her.

Since this wasn't working for her, Tabius decided to try flying into the walls and brushing her scales on them, damaging Phoenix intensely, too.

"AAAAAAAHHHHHHH! IT... HURTS... SO... MUCH!" Phoenix grunted through the pain he was trying to ignore, but couldn't let it go. "_Argh! I... Can't lose... Not now... Not when I promised my friends... And Twilight that I... Would win! I have to... Think of something...!_"

Tabius finally stopped brushing herself on the wall and pushed off it, releasing Phoenix from his evergrowing pain. Phoenix just laid on Tabius' tail, thinking of an idea, anything that could save him and his partners while somepony was calling out his name.

The source of the voice was coming from Twilight Sparkle.

"Come on, Phoenix! Hang in there! We know you can do it! We believe in you! I believe in you!" She shouted in encouragement.

"Yeah, come on! You can do it!" Luna, and the CMC added.

The sounds of his friends cheering him on allowed him to wake up from his trance & increasing pain, and got himself onto his feet again. If he knew that his friends were cheering him on, then that's all he needed to get back up and fight back. He was not going to let them down like before.

This time, he was going to win for his friends, and for the sake of Equestria.

Phoenix stood on Tabius' tail, thinking of an idea while looking at her glowing orb, and suddenly, an idea hit him.

"... That's it! EXARIONIS!" Phoenix shouted, calling his sword to him.

Exarionis flew from Phoenix, Cupid and Zei's destroyed house, to the Colosseum, and stuck onto the wall near Tabius and Phoenix. While Tabius was flying around in circles, Phoenix stuck out a hoof and waited for the right time to grab Exarionis. Tabius then dove down towards the icy floor when Exarionis was so close to Phoenix, missing his chance to take her.

"Shoot! You think your _so_ smart, huh? Well we'll see who's the smarter one now!" Phoenix told Tabius before jumping off of her, and landed on the wall again. "Let's roll, Tabius!"

Phoenix ran towards Exarionis while Tabius was chasing him, trying her best to bite him. Phoenix tried to reach for Exarionis once he got to her, but missed her by a few inch's and Tabius knocked her off the wall with her tail.

"NO!"

"I'll get it, master!" Zei yelled as he rushed over to Exarionis and caught her before it hit the Icy ground. "You better catch this, master, because I'm not going to get her for you again! (Throws Exarionis)"

"You don't have to tell me twice!" Phoenix replied as he caught Exarionis, then used her to cut Tabius' face.

Tabius screeched in pain again and fell to the ground. Phoenix chuckled to himself before launching himself off the wall, and stabbed the orb on Tabius' neck.

"There ya go, master! You did it!" Cupid cheered while hopping around his brother.

Tabius wiggled around frantically for a few seconds, then stopped moving altogether. She started to lose her colors and exploded into Black Mist, ridding her from existence. It was a sad sight in Cupid's case, although he wasn't too bothered by it. Everypony began cheering and chanting Phoenix, Cupid and Zei's names as they waved and bowed in thanks.

"Heh, and that's how it's done, "Tribore"! She wasn't so tough, if you ask me! What's next on the menu? Maybe some take out?" Phoenix asked, waiting for the next contender to show.

"_Hmm... He might actually make a good sacrifice... If he would just obey. I wouldn't have to do any of this if he would give in my demands already. He would actually be the fitting piece for the... You know._" Trigore said in his mind before tapping the floor with his staff again. "... Bring out... Thy next challenger!"

The whole field changed into a more Olympic type arena, with the floor changing into gravel instead of ice, the walls got shorter, and pillar's formed from many different parts of the ruined field.

"Whoa..."

"I think Trigore is using magic to change the environment. I wonder who will have field advantage here." Zei stated, looking around for the opponent.

In the shadows of a large wall, lied a large set of doors with Gold Pegasus heads for handles. The doors cracked open, and a mysterious figure in Black Armor walked out with a big sword, hanging on hers or his side. Once this figure was completely in the light, the doors disappeared. He or she seemed to be a Pegasus, judging from the Armored wings.

The figures helmet hid their true identity, so Phoenix couldn't tell who it was, or if he even knew them.

"Heh, heh! Let me introduce you three to... The Black Knight! This mysterious wonder of a pony has been dying to get out of the training room so it could get another taste of bittersweet justice. I hope you have a hard time with it, Scarlet Unicorn." Trigore told them before the Black Knight pulled out their huge sword, and pointed it at Phoenix.

"... You know, I have a name, Trigore! It's Phoenix Burst, and don't you forget it!" Phoenix replied as Cupid got Exarionis, and gave it to Phoenix. "Thanks. Now let's roll."

The Black Knight pulled out their sword, and raised it towards Phoenix. Phoenix also raised Exarionis at the Knight, then charged at he/she with Exarionis pointed towards their head. In a matter of seconds, his attack was blocked, and the Knight pushed Phoenix back with an invisible force. Phoenix recovered and charged at he/she again, only to have his second attack blocked easily. Instead of pushed Phoenix back again, the Black Knight raised their sword, and smashed it on Exarionis in a attempt to crush Phoenix Burst. Phoenix was thankfully able to push the Knight off of him, but his troubles was just getting started. Even in the Black Knight's heavy armor, he/she were still able to fly, so he/she took to the air and swooped down multiple times, trying to slice Phoenix's head with his/her wings. He was able to dodge every attack, but then the Knight pulled out a chain, and started whipping at Phoenix. Phoenix struggled to block all of the Knight's chains with Exarionis, but his speed and strength couldn't stop them all.

"Ahrk... There's just... Too many...! I can't stop them all! Cupid, Zei, I'm going to need your help here!" Phoenix yelled through the crackling chains he was enduring.

"Arg, we're... Trying our best, master! It's just that we can't seem to... Find an opening through all of these chains!" Cupid explained painfully.

"Why don't you just give up while you still can? You still have time to forfeit, and be safe in your friends' embrace." Trigore said, grinning evilly at Phoenix Burst.

"... NO! I refuse to quit now, Trigore! Not when I have a promise to fulfill, for my friends!" Phoenix retorted as he still stood his ground against the Black Knight. "{_Now how to get out of this mess...} _Cupid, Zei, we need to think of something, quick! There has to be a way out of this!"

Through all of the chains that were flinging all over the place, Zei watched the Black Knight's left side carefully, seeing a suspicious spot in the open for them to get through.

"... Guys, I may have an idea!" Zei shouted, getting the other two's attention.

"Well, spit it out then, brother!"

"Okay, we have to time this carefully, because we might not get a second chance at this! See that spot over there? If we can jump at the right time, and go high enough to there, we might be able to hit the Black Knight from his/her side, and free ourselves from this barrage of chains." Zei explained.

Phoenix and Cupid looked up at where Zei pointed to, and got the idea. He said that this was going to need timing, so they were only going to have one chance at this.

"... I see what you mean, Zei! Let's roll!" Phoenix replied before lowering his guard a bit.

Phoenix waited carefully for their opening to show, but he couldn't figure out the pattern of this raid. In just a few seconds, Zei figured out the pattern, and shook Phoenix, telling him to jump now.

"This had better work, Zei!" Phoenix shouted before jumping to the side Zei pointed to.

Because Phoenix had jumped, all of the chains got tangled up together, and the Black Knight straggled to free his/her hoof from the side of the chains they held onto. Unfortunately for the Black Knight, Phoenix made a right hook at his/her face, knocking them down to the ground. With the Knight's hoof freed thanks to the punch, the Knight picked up their huge sword again, and dashed towards Phoenix. Phoenix picked Exarionis up and charged at the Knight, ready to clash swords with each other. Everypony in the crowd was truly fascinated with the Knight and Phoenix Burst's swordplay, except for Trigore, or even Sharp Iron.

In fact, Iron didn't even seem bothered by Phoenix's great skill. Well, he was trained by Iron's grandfather during his rookie year, so he knew most of his strength's and weakness's. He was however impressed by Phoenix's improvement throughout these three months.

"... Hm... You've been training it seems... Well I haven't been slacking off either, and you know what? I think I'll participate in this, too." Iron said before leaving his seat to go somewhere.

Back with Phoenix and the Black Knight, Phoenix was pushed back by the Knight's sword once again, and knocked into a wall. The Dark Knight walked towards Phoenix his/her sword raised at his head again, while Cupid and Zei tried to wake hm up.

"Master! Master, wake up! The Black Knight is coming!" Cupid cried as he shook Phoenix.

"Master, don't you dare die on us now! We need you!" Zei added, slapping Phoenix multiple times.

"Come on Phoenix! Don't you dare lose on us!" FireBlaze shouted.

"Wake up, Phoenix! That Knight is going to kill you if you stay like that!" Bass Rush added.

Unknown to them, and everypony else, Phoenix was faking his knocked out state. Once the Black Knight was in front of the trio; he/she pushed Cupid and Zei away with their sword, then pointed it at Phoenix head. Before the Knight could lift hers/his sword and smash Phoenix to end his life, Phoenix shot open his eyes and kicked the sword out of the Knight's hooves.

"Hey there, sunshine! You really thought I was done for, didn't you? How about this!" Phoenix yelled, pushing his hind legs up and kicked the Black Knight's helmet off.

"... No... This can't be..." Rainbow Dash spoke quietly as she started to tear up at the revealing of the Black Knight.

"You have got to be kidding..."

"There's no way this can be..."

"Are my eyes lying to me...?!"

To everyponies surprise and shock, especially to Rainbow Dash's horror, the pony underneath the helmet... Was Spitfire of the Wonderbolts. Spitfire lowered her head to look down at Phoenix after suffering that kick and stared directly into his eyes. There was no emotion, or life in those eyes of hers at all, and her mane was a paler Yellow then Fluttershy. Her demeanor looked so... Out of it. It was like she saw a ghost very recently.

"Well well well, it looks like you've figured out who was under the helmet it seems. Like what you see, little Unicorn? She looks great, doesn't she?" Trigore asked, smugly grinning at Phoenix Burst.

"... I... I don't understand... Spitfire... What happened to you... And the Wonderbolts?" Phoenix asked his empty looking friend.

"... I saw it... Trigore... Helped me see... What the Princess's were blinding us from..."

"... What are you talking about, Spitfire? What did you see?" Phoenix asked again.

"... The Princess's was making us weak. Vulnerable to the dangers of Equestria. The pain and deception of everything around us. Yes, our land was peaceful and all, but that is what made us weak. Our land was so full of peace that it was making us targets to a lot of things recently, and the Princess's don't really do much about it. They only thought about their own misfortunes. Trigore, I mean, his majesty helped me open my eyes from the world that's been blinding us in it's everlastng light for so long. He made a world of protection and power so we wouldn't have to feel like the perfect targets to the greatest force's in Equestria. He actually does something when danger lurks in even the smallest cracks of our new, improved land. He's actually proven to be a wonderful provider, and-"

"BUT WHAT ABOUT THE WONDERBOLTS!? WHAT ABOUT ALL OF YOUR FANS, AND YOUR WISH'S AND DREAMS, HUH!? YEAH, OUR LAND WAS FULL OF PEACE, BUT THAT'S WHAT MADE IT EQUESTRIA! THAT WAS THE LAND WE MADE PEACEFUL, AND YEAH THE PRINCESS'S CAN'T DO AS MUCH ALONE AS WE CAN TOGETHER, BUT IF WE ALL PITCH IN AND HELP THEM OUT, THEN WE WOULDN'T SEEM SO WEAK! IF YOU THOUGHT YOU WERE BLIND BEFORE, THEN TRIGORE ONLY MADE YOU EVEN MORE BLIND TO EVERYTHING THAT MADE US WHO WE ARE NOW!" Phoenix yelled in interruption and anger to Spitfie's explaining. "He didn't help anypony at all! He only made things worse! All he did was take all of our happiness, hopes, and dreams away from us, and turned it into discouragement, deception and misery! He's only been using us for his own desire's and fortunes! So he must be stopped once and for all!"

"FOOL! Do you not know the words that are coming out of your mouth, you foolish being!? If he's been blinding anypony from any truth's, it is you, and maybe that's a good thing too! He's been giving us the power to rely on ourselves, instead of working together, because even in groups, some of us are useless and weak! He's given us more choices to make that can change the way we live for the greater good in life's wheel of fate! He's made us stronger, and more reliable on our own terms, and on our own strength! We don't need to work in groups, or have dreams, or even friendship anymore, because that's for little wretch's like yourself! We have everything we need to live on now in a new generation of manekind!"

"But what about the Wonderbolts, and everypony else that's not liking any of this?! What do you think everypony else in this Colosseum feel about this big change!? Look around you, and tell me if everything is a-okay! The atmosphere, the children, the life that we once had is gone, and all because of that stallion you call your king!"

"... Red Unicorn, sometimes, we need to move on from the past. We need to let go of everything we hold dear in order to improve ourselves. Make change's. Grow new life. Spread our kingdom across farther lands out there, and maybe the only pony who might able to take us that far is Trigore!" Spitfire stated to not just Phoenix Burst, but to everypony in the Colosseum that was listening to this before taking off most of her armor. "I don't need the Wonderbolts anymore. My days as a showpony, and supermodel is over. And I also don't need them other ponies that used to be with me as Wonderbolts, either, like Soarin, Fleet Foot, or Cloud Chaser. Those days are long gone, Phoenix Burst, and it's time for a new future! In the name of his majesty, King Trigore, I will defeat you right here and now!"

Spitfire pulled another sword and opened her long wings, itching to take to the skies, while Phoenix rushed to Exarionis, and pulled her off the ground, then made a 360 spin, facing Spitfire again.

"Look, Spitfire, I don't want to do this to you! Think of all the ponies that just want home back, and not this home, but OUR home. Our Equestria. The land we worked so hard for! The land that's depending on US to take care of it! To save it from something disastrous, can't you see that!? Trigore is only-"

"I've heard just about enough out of you, fool! Trigore has made things better, but all of you are just being selfish, ignorant, and needy of everything his majesty has given us! You should all be thankful for what he's done for us! Now pipe down and fight me!" Spitfire interrupted before launching at Phoenix like a missile.

Phoenix luckily dodged her by doing a barrel roll and recovered before she turned around and shot straight towards him again. Phoenix was about to do another barrel roll when Spitfire stopped charging at him midway, and flew around the Colosseum, increasing her speed with every lap. It wasn't very long until a tornado was formed by Spitfire, and Spitfire stopped circling the field to tackle Phoenix while he was not looking. Phoenix tried his best to find Spitfire through all of the dust and wind from the tornado, but suddenly got smacked onto the ground by Spitfire. Before Phoenix could get back onto his hooves, Spitfire came out of nowhere and tried to stab Phoenix, but only managed to cut Phoenix's cheek with her sword, then went back into the tornado. Phoenix winced in pain as he got up and touched his cheek, not really feeling much pain from the cut, but a bit angry at Spitfire.

"_Argh! She's going to pay for that, but I can't just hurt her because of a cut. She might just be doing this against her will, and needs help being freed from Trigore. Don't worry everypony, I'm not going to let you down! I'm going to free you from Trigore, Spitfire! Just you wait!_" Phoenix told himself in his head before jumping into the tornado.

Meanwhile with Rainbow Dash and the gang; she felt so angry, and betrayed by Spitfire fighting for Trigore. She was even calling him her king. Rainbow Dash knew Spitfire was better then this, but seeing her now after three months was heartbreaking. Her favorite Wonderbolt, and the captain of the team, is fighting against her homeland.

"_... Why...? Why did this have to happen...? This is becoming too much... Argh! I hate this so much! Why, Spitfire? Why?! Your own kind, your homeland, and your team! Your friends... Why did you turn on us?!_" Rainbow Dash screamed in her head while grunting at the ground.

"... Rainbow Dash, are you okay?" Twilight Sparkle asked her angered friend.

"... No, Twilight... I'm not... And I don't feel like having you make me feel better." Rainbow answered bluntly, covering her face with her wings.

Twilight could tell, just like before, that Rainbow Dash was troubled about something, and needed some alone time. FireBlaze looked towards Twilight, but she only shook her head, telling him to leave Rainbow Dash alone. FireBlaze didn't want her to get angry, so he just left Rainbow Dash to herself.

Back with Phoenix Burst; he and Spitfire were having a sword battle within the tornado, with Phoenix being on the losing side. Phoenix had faced something like this once before when he was trying to save a sick fairy, but this was on a totally different level of hard. Phoenix saw an opening to Spitfire's attack, and tried to make an effort to take her down there, but Spitfire saw this coming and jabbed Phoenix's stomach.

"GAH...!"

"Heh! How about this one, then!" Spitfire said as she kicked Phoenix out of the tornado, then dashed at him, and kneed his stomach. "Too easy. I expected something better out of you, but you've only proven yourself to be just a disappointment. A joke. I almost pity you for your weakness and foolishness."

"... You... Pity me...? I'm about to make you eat those words!" Phoenix retorted before knocking Spitfire off of him. "Cupid, Zei, you two could be helping me here!"

Cupid and Zei, however, were at the top of the tornado, trapped in a loop while Cupid was crying, and Zei was just meditating.

"... You guys are so unhelpful sometimes..." Phoenix groaned before switching his attention to Spitfire again. "Now as for you..."

Spitfire spotted Phoenix recovering to his hooves and quickly got herself up too with her sword ready. Phoenix rushed over to Exarionis, and picked her up again while Spitfire just stood there watching him. Instead of attacking Phoenix directly, Spitfire went into the tornado and soared around in it. The intense wind from the tornado increased drastically as Spitfire went faster, shattering the ground beneath her.

"Hehe! If you can't keep up with me, then you're done for! If you can't control the wind, then taking you out will be a piece of cake!" Spitfire's voice echoed throughout the Colosseum. "Can you catch the wind, little Unicorn!?"

Phoenix Burst felt a little panicked and took a few steps back. At this rate, she might be able to beat him. Phoenix ducked his head and groaned in annoyance, fear coming into play on him when... Aquario. His adoptive son, and his little brother, as he calls him. He couldn't let him, or his friends down. Phoenix didn't know where his baby was, but he knew that if he was still alive and well, then he could be somewhere in the audience, watching his big brother fight for his life. He was not going to let his baby down again like he did three months ago, not this time, and not ever again!

With new found determination, Phoenix got back onto his hooves, and jumped into the tornado.

"... You want me to control the wind, Spitfire? Fine then! Your about to see something blazing!" Phoenix's yell also echoed through the Colosseum.

Phoenix found Spitfire in very short time due to the wind also helping him out, and kicked her out. Then surfed his way to the top of the tornado, and shot out to the center of the field.

"Even without wings, I can still fly, Spitfire!" Phoenix said before flying higher up, and absorbing the tornado into his right hind leg with his magic.

Once the entire tornado was formed into a small, but very powerful ball of wind, covering Phoenix's leg, and Cupid and Zei was freed from it; Phoenix launched down at the stunned Spitfire and raised his leg at her.

"And don't underestimate me just because of who I am!" Phoenix said before kicking Spitfire in the back with his right leg, creating a huge explosion from the tornado.

"_**Typhoon Ignition!**_"

Everypony was pushed back by the intense winds that felt like a hurricane was on the lease, even Trigore was impressed by Phoenix's power, and his ability to fly. Once the dust cleared, everypony saw that there was a giant crater where Phoenix kicked Spitfire, and four ponies laying on the ground.

"I hope they're O.K..." Fluttershy said worriedly.

"... Ah hope so, too, Flutters'." Applejack replied, just as worried.

"Well what about Spitfire? She is still one of us, and she may have had to give up some things to protect the other Wonderbolts. But had to also give up her reason to defy Trigore without getting her friends killed." Rarity stated.

Twilight didn't say anything, but everypony else could tell she was worried about Phoenix the most, even Luna. You could say it's a tie with Twilight and Luna being worried about him, but let's cut to the chase.

In the crater, Phoenix Burst was starting to wake up from the explosion and groaned in pain, then stretched a little. To his left, Cupid and Zei laid on the ground, unconscious. On his right, Spitfire also laid there, also unconscious.

"... Spitfire..." Phoenix groaned again as he got up and walked to her.

Spitfire opened her eyes when Phoenix Burst was over her head, staring down at her with a tired expression.

"Spitfire, I'm so sorry. I didn't mean to go so far with that attack. I hope your okay."

"... It's okay, Phoenix Burst. In a way... I kinda deserved that. You see, I felt so lost and confused during these months, and I couldn't help but to serve Trigore. But I also had to think about my team. I needed to think of their safety, or at least wanted to. In order to serve Trigore... I had to let go of my hopes for our homeland, and quit the Wonderbolts. He would have killed all of them if I resisted, so I let him take me. I would have lost my best friends to that... Monster. You were right about the things you said. He is only hurting others with his power, and he needs to be stopped." Spitfire explained to Phoenix while also thinking of the Wonderbolts.

"I know, and I'm going to stop him, no matter what. I'm going to do whatever it takes to bring our homeland back, Spitfire, and I won't stop until I do." Phoenix replied, lifting Spitfire's head into his hooves. "Just like everypony else, I miss home. I miss the life and harmony it had, the beautiful scenery, the plants that we grew, everything that made Equestria what it was. I will fight to my last breath for you, and everyponies happiness and harmony."

"... Heh, you say it like it's possible."

"That's because it is possible. Nothing is impossible once you set your mind to it, and once I've set my mind to something, there is no stopping me from seeing it to the end."

" Is that so...? Then can you promise me something?"

"... Yeah. What do you need?"

"If what you say is true, that you can defeat Trigore... Then please, put him to shame. Bring back our home, and bring back everyponies happiness. I believe in you, and I am so sorry for everything I've done up till now." Spitfire requested with tears streaming from her eyes. "Soarin... Cloud Chaser... Surprise... Fleet Foot... I'm sorry, guys..."

"Don't be sorry, Spitfire, because you've done nothing wrong. You were serving Trigore for the sake of them and everypony else. I'd say that you were being noble to your friends. Also, I will do what you promised. Cross my heart, hope to fly, stick a cupcake in my eye. That is my promise to you." Phoenix replied as he sealed his promise, then wiped Spitfire's tears off with a hoof. "There you go. You've got no need to cry when I'm around."

"... Phoenix Burst... You are so weird."

"... Huh?"

"... But also very sweet." Spitfire finished before getting up and walking away. "Good Luck, Phoenix Burst. You may need it."

Phoenix just nodded back, and watched Spitfire leave, while Cupid and Zei crept up to him from behind. The duo was about to try and scare him when...

"Don't even think about it, guys." Phoenix bluntly said, noticing the brothers without looking at them.

Twilight and the others were happy that none of them were killed from that explosion, but nopony was happier then Rainbow Dash at the moment. Spitfire, one of her most favorite Wonderbolts, was going to be just fine. And like Rarity mentioned, her reason for serving Trigore was just to protect her fellow teammates. She was doing something very noble for her team, and maybe for the sake of Equestria too.

She was also thankful that Phoenix was okay, maybe even more then Twilight or Luna at the moment.

"_Thank you so much, Phoenix Burst... Thank you for sparing her... And for understanding her motives._"

Pinkie Pie looked to Rainbow Dash and giggled slightly from her almost unnoticeable smile and blush. She didn't want to ruin whatever her friend was thinking about, so she left her alone. FireBlaze took notice of this and just sighed deeply.

Trigore, however, wasn't taking this situation too lightly. He was growing angry with each passing moment that Phoenix Burst could be seen, but he needed to move onto the next challenge. Maybe this time, he might lose his luck, and be beaten for sure.

Unknown to Trigore, though, was that Sharp Iron was standing above the room he's in, looking down at Phoenix Burst.

"Hey! You going to bring out the next competition, or are you going to lay down your crown and set Equestria free from your rule? We're wasting valuable time here...!" Phoenix stated impatiently.

"_That is very true..._" The demonic voice whispered in agreement.

"Phoenix, why are you acting like this now...?" Blitz whispered to himself, putting a hoof on his forehead.

"Grrr... Are you in a rush to die? Well then so be it! Bring out thy next-"

"Now hold on, your majesty!" Sharp Iron interrupted, jumping down from above Trigore, and landed in front of Phoenix Burst. "I want to participate in this match, if that's okay with you."

"Sharp Iron, don't do this-"

"Quiet! You know why I want to fight you, Phoenix Burst. Today, we settle things here and now." Iron interrupted again, getting into a battle stance.

"... Oh... I get it... Sharp Iron, I told you a dozen times before, I didn't want to take the top spot from you, it just happened."

"... That doesn't matter to me anymore. All I want to do is fight you, and prove to all of Equestria that I am the strongest Glyfh Hunter there is. I've been training since you've been gone, and I'm ready to let out all of my strength on you. This time, this is not a fight of friendship, but a fight... Of two longtime rivals. In fact, sworn enemies."

"... I never thought it would turn out this way again, Sharp Iron. I really don't want to fight you right now, but if it's the only way you'll move, then so be it. I've been training a lot too, so don't you dare hold back on me."

"I won't, and remember; This fight is not of friendship, but rivals. In this fight, we are not friends anymore. We are sworn enemies. This will be different from the first time we fought all those years ago. The way you beat me in the Glyfh Hunter Tournament was not supposed to happen, and this time, I'll show the entire world who's the real strongest. Mayple and Syrup, come on."

"Cupid and Zei, let's roll!"

The two stallion's partners turned into spirit orbs, and went into their masters, then Phoenix Burst and Sharp Iron got ready to battle. This was very amusing to Trigore, while the two fighting ponies friends were stunned by Iron joining the battle. Phoenix and Iron slowly stepped to their right three times before charging at each other.

The battle begins with Phoenix Burst headbutting Sharp Iron's jaw, then kicking him towards a wall. Sharp Iron quickly recovered onto his hooves and teleported behind Phoenix, then smashed his head onto the ground. Phoenix got back onto his hooves before Iron could smash his head deeper into the ground, and knocked him away, then activated his Super Speed ability. Iron activated his too and both stallions had a speed battle all over the field, destroying most of the field around them. The sounds of clashing hooves boomed throughout the Colosseum, and a big portion of the audience had to cover their ears, just to hear everything better. After a few minutes of this air battle, Iron was able to kick Phoenix's gut, and knocked into a wall, then dashed at him, and kneed his stomach.

"Gyah...!"

"Oh... Did that hurt? I'm so sorry. Maybe I should make that... Worse!" Iron told Phoenix before punching his stomach. "Oh... That must have hurt even more. How about if I do... This! POW! Right in the kisser!"

Iron picked up Phoenix, and slammed him onto the ground, then used Force to push him into another wall.

"_Sharp Iron has been getting stronger... Phoenix Burst might not stand a chance against him, and if he can't beat Sharp Iron... Wait! That's not true! He can beat him! I know that he can. He just has to believe in his own strength, and Cupid and Zei's strength's, too. Phoenix, please, don't let us down! Don't let Sharp Iron beat you, not when you've come so far!_" Luna said in her mind as Phoenix continued to be thrown around, and beaten pretty badly. "Come on, Phoenix Burst! You can win this!"

"We believe in you, buddy!" Blitz Minder added.

"Don't let Sharp Iron take your chance to save Equestria from you like this! Fight back!" Rainbow Dash also added.

"Don't you dare let us down, Phoenix! You've come so far to bring Equestria back to the way it was, so don't lose to Sharp Iron!" Twilight Sparkle also added.

"_Hmm... This is quite impressive, indeed. I've never seen anypony move as fast, or feel as powerful as they do. I guess choosing that Gray Pony to be my advisor was a good idea._" Trigore thought, smirking deviously as he kept watching Iron's movements.

"Gah! Argh! Gyah...!" Phoenix cried as he was thrown onto the ground again by Sharp Iron, after a barrage of kicks.

"Gosh, your pathetic! You said you've been training, but all you've become is a disappointment to the face of Equestria, and in the name of the Glyfh Hunter organization. Your unbelievable! Despicable! A nuisance in the face of everything, and everypony around here, and everywhere else! Your the biggest loser i've ever fought, and your only proving it by laying down like the giant trash that you are! I seriously can't believe everypony is counting on you to save Equestria, if you can't even beat me! This just proves that everypony must have lost their minds! You really are just a untrained garbage that's just being the most annoying, Uninsimtamating thing ever! LOSER!" Sharp Iron yelled at Phoenix, while Trigore just laughed at Phoenix, amused by this pep talk.

"Sharp Iron...!" Mayple harshly whispered, angered by her master's tone.

Syrup just put a hoof on her sister's shoulder, and shook her head. She had some tears in her eyes, but she didn't care as she then gave Mayple a hug, which she returned. Cupid and Zei were just waking up from the beating they were taking, and looked down at Phoenix Burst, noticing that he was still out cold. Everything went silent for Phoenix.

He couldn't hear his partners or his friends calling out his name. He couldn't hear Sharp Iron and Trigore laughing at him.

Nothing at all.

All of this happened in the Glyfh Hunter Tournament before too. When David was badly beaten by Tim, and everyone was laughing at him for being weak. Cupid was trying to help him up, while Zei just stood in front of them, not trying to help at all because he still didn't trust David. This was David's third battle in the tournament, and one of his hardest fight's as a beginner. Even when it seemed like he was beaten, he didn't give up, so he was not going to quit now.

David had been looked down upon by everyone on Earth since he was just 5, and once he met Cupid and Zei; his life slowly changed for him, but it was still a very tough ride to walk for him.

_"Heh. Look at that loser!"_

_"Man, if I was fighting him right now; I could beat him with my hands tied behind my back, blindfolded, and be tied to a chair!"_

_"This dude is totally bogus! I mean seriously. Lame!"_

_"He is so pathetic!"_

_"What a disappointing scumbag!"_

_"How did a weakling like him even make it through his first battle?! He's being squashed like a tiny bug! Oh wait, he is one!"_

_"He's so weak, he makes Takishi Nomario look like Chuck Norris!"_

_"Yeah... Wait, wha?"_

_"Never mind, Takishi."_

"(Hears the other Glyfh Hunters from his past laughing at him) Argh... I... I will... Never go back to that life... Ever again...!" Phoenix grunted to himself, waking up from unconsciousness, and revealed his now Crimson Red Eyes. "... Arg...! I... Will... **_NEVER_**... Go back to that life!

"_Come on, Phoenix... Don't lose..._" Twilight thought with tears welling up in her eyes.

"... I... I came... So far... To get where I am now... And I am not going to be beaten by the likes of you! Sure I've been knocked down, and punched in the face, and even thrown into things. Hay, I've nearly been crushed to death multiple times... But that's never stopped me from moving forward! I've been called names, picked on by others, and left to rot like a useless thing, but that's never stopped me from trying harder to prove that I'm not small and weak! Everytime I would get hurt, I would stand up to the pain and ignore it so I could face whoever hurt me! If I would be picked on, I would stand up to anypony who mess's with me! If anypony would make me feel discouraged, I would shake them off, and show them otherwise! I've quit running away since the day I met Cupid and Zei, and I'm not going to run away now! When I get knocked down; I get back up! If anypony is feeling sad, or Blue, I'll do whatever it takes it turn their frown upside down! If a battle seems too much for me, I'll keep fighting until I change the flow of the battle! I will stand up to the face of any danger, and punch it in the face! And now... I'm going to prove to you that I'm not a weak, pathetic, useless, nuisance to anything!" Phoenix shouted at Iron as he stumbled onto his hooves.

"Is that so!? Well then prove it to us! And you better prove it now, because I'm about to..." Iron froze as he noticed how tired he was now. "Oh Celestia! I can't believe I didn't notice it! This can't be happening! Not now! No!"

What Sharp Iron was afraid of, and Phoenix Burst was grinning about now; was that Iron wasted all of his energy on his barrage of attacks. He was too careless of his energy.

Phoenix chuckled a little before kicking Iron at a wall, then instantly teleported to him and kicked him again. Then Phoenix transported to Iron and brought him into a barrage of attacks for a few minutes. Iron was being knocked, and hurled all over the Colosseum by Phoenix's sudden boost in Speed and Power while everypony watched in awe, except Trigore who was getting angry again. After Phoenix was finished with his Speed Storm barrage, he punched Iron higher in the air, and wrapped him in bandage's he got out of nowhere, then yanked Iron to the ground. After hitting the ground, Phoenix yanked Iron back to him, and punched his stomach.

(From all of the attacks... Sharp Iron owned count: 11)

"KAH!" Iron cried in pain before being thrown into the air again.

Phoenix rocketed next to Iron, and wrapped him up in his hooves and the bandage's, trapping Iron in them. Phoenix then hurled both of them towards the ground at top speed.

"Wait! I'm sorry! Take back what I said about not being friends! I-I didn't even mean it! Please, spare me!" Iron begged, but Phoenix wouldn't listen.

"Sorry Sharp Iron, but you told us that we were not friends in this fight! Just enemies!" Cupid and Zei replied, reminding Iron of his statement.

At only three meters from the ground, Phoenix untied Iron from the wraps, and flew back while Iron crashed into the ground, creating another huge explosion.

(Sharp Iron owned count: 12)

"WHOA!" Bass exclaimed while covering his face.

"What was that all about!?" Rarity also exclaimed.

"That Speed and Power... It was so unreal! And so awesome!" Rainbow replied giddily.

After the dust cleared, Phoenix, Cupid and Zei landed on the ground near where Sharp Iron, Mayple and Syrup crashed, and waited for any signs of life to appear.

"I hope they're okay, master." Cupid said.

"Me too, Cupid. Me too." Phoenix replied, looking around for his rival.

The only one standing in the clearing dust was Iron, and he was angry, with a Dark Aura covering his body.

"... Your going to pay for that, you little Uninsimtamating prick! You miserable wrench! I've trained so hard, so much, and I am not going to become the laughingstock of anything, anymore, you hear me!? YOU ARE GOING DOWN! I AM GOING TO KILL YOU!" Iron shouted in pure rage, his dark power growing as he spoke.

"What kind of power is that?!" Blitz exclaimed.

"I don't know, but stand back! He's not using Mayple and Syrup anymore, so you guys should also stay put! This fight is between me and him only." Phoenix replied to Zei, getting a nod from his partners before they transported away. "Look, Sharp Iron, this is going too far! This has to stop before somepony, other then us, gets hurt really bad!"

"Did you not know that I don't give a single care!? ALL I WANT IS TO DEFEAT YOU, ONCE AND FOR ALL, AND PROVE THAT **I** AM THE STRONGEST GLYFH HUNTER IN EQUESTRIA! NOW STOP HOLDING BACK, AND USE YOUR FULL POWER! SHOW ME WHAT YOU'VE LEARNED THROUGHOUT YOUR ABSENCE!" Iron shouted back, growing angrier.

"... Fine. Fine! If that's what you desire so much, then let's settle this once and for all!" Phoenix yelled, forming a Fiery Aura around his body. "If you despise me that much; then let out as much anger as you want! I could go on forever, and you still wouldn't stand a chance!"

It was Light versus Darkness, Good versus Bad, and Two Great Rivals. Two stallions that came to Equestria together, and fought countless enemies. Two stallions that can never really get along, but always have each others backs when needed to. Phoenix and Iron's eyes locked onto each other as their power grew into much greater force's, their aura's growing to ten feet high in length.

Once a leaf passed by them, they charged at each other, power ready to be used to defeat one another. They growled and grunted for every punch, kick, and magic beams that landed on the other pony, creating even more destruction in the Colosseum as they warped all over the place. The sounds of clanking metal could be heard from the two stallions, even though it was just their hooves clashing onto the fighters. Their Speed, Power, and Evasiveness was overwhelming and intense that it was almost dangerous to be in the Colosseum.

Both stallions finally landed on the ground after a long session of superfast fighting of Fire vs Ice, and huffed tiredly. Then they growled again before charging at each other, and bashed each others heads in attempt to knock the other down. Both stallions grunted as they continued pushing each other with their full power, breaking more of the Colosseum around them. This lasted for three minutes until both stallions were pushed away in another explosion.

"Not again!" StarShine cried as everypony covered their eyes from all the dust that was pushed towards them.

"Man this is awesome, but also pretty dangerous! They've definitely been training hard!" Fire replied with excitement.

"I know! Their power is really something to behold! Phoenix Burst's Fire, and Sharp Iron's Ice... It's incredible!" Blitz added.

Once the dust have cleared for the second time, only Sharp Iron could be seen, but his energy had faded. Phoenix's energy was also gone, but he was nowhere to be seen. Not in the sky, or on the ground.

"Oh no! Where is Phoenix Burst!?" Celestia asked worriedly.

"I don't know! He's nowhere in sight!" Luna answered, also in worry.

Tears appeared in Twilight's eyes as she looked around the field for Phoenix, worried sick about him. The CMC, The Mane Five, and Terria were also worried about him, while Trigore felt relived that he was finally off the land for good, or at least thought he was.

Sharp Iron however wasn't finished with Phoenix Burst.

"... Where... Where is he...? I know your out there somewhere, Phoenix Burst! Come on out, you big coward! Come out and face me like a stallion! Quit hiding from me! Where are you...!?" Iron shouted, looking everywhere for Phoenix.

All hope seemed to be lost. Most of the audience began to cry, while others just remained silent. Could Phoenix Burst really be gone? Could this be the end for everypony?

Unknown to everypony, the ground underneath Sharp Iron was shaking lightly. Iron looked down and suddenly somepony launched out of the ground, and punched Iron's jaw in a upper cut.

(Sharp Iron owned count: 13)

"I didn't say I was finished yet!" Phoenix Burst yelled as he was the one who punched Iron. "POW! Right in the kisser!"

"(Gasp) He's alive!" Sweetie Belle and Apple Bloom cried joyfully, hopping out of their seats.

"Yes!" Pinkie Pie added joyfully too, also hopping out of her seat.

"But what about Sharp Iron? Don't tell me that Phoenix..." Fluttershy trailed off at the thought of death.

Phoenix dusted himself with a hoof and looked to his fallen friend, a bit of worry forming in his mind.

"Sharp Iron!" Phoenix shouted as he rushed to Iron's side.

Sharp Iron was just fine, but badly beaten and his nose was bleeding from Phoenix's punch. Iron's eyes began to open up a bit, and could see Phoenix standing over him, looking troubled.

"Sharp Iron, buddy, I'm so sorry! I didn't mean to take that punch so seriously! I was just digging myself out of the ground."

"Sheesh... It's okay, Phoenix Burst. You know what, I just thought of something... I've been training so hard... Because I wanted to one day defeat you. I wanted to prove to everypony that I was the strongest... But to know that I will never beat you in a fight... I understand now. You really are the strongest Glyfh Hunter there is, and... I'm proud to have you as a friend. No matter how hard I train, you'll still remain on top. You'll always be the stronger one out of both of us. I guess everypony was right to have brought you back, because deep down... I also missed you. I also miss home, and knowing that you might have the- No, you DO have the strength to bring down Trigore, and make everything normal again."

"Sharp Iron..."

"Phoenix Burst, I know you made this promise to Spitfire but... Make sure Trigore is brought down. I know you can do it, because hard to believe... I believe in you, just like everypony else."

"... You already know I will, but for you, too, buddy; I'll bring him down. I'll make sure It happens, Sharp Iron."

"... Great. Now help me up, if you can." Iron said before Phoenix nodded, and helped him onto his hooves. "... Thanks, little buddy."

Iron began to slowly walk away, while Phoenix watched him go, not giving a care for the destruction he and Iron made. Iron stopped midway from the exit, and looked back at Phoenix once with shrugging.

"Remember... Friend. You have one last opponent to face, so be careful. Like I said before... I hope you win. And don't you dare let me down." Iron told Phoenix before continuing his way off the field.

"... Humph, you know I will, because I will defeat anything that comes my way! Nothing can stop me from achieving my goal! And I will not let you, or anypony else, down! Believe it!" Phoenix replied with determination, pointing a hoof to the sky.

"_Heh, sometimes, I still think he acts like a foal. I guess somethings don't change, even after three months._" Iron thought while shaking his head to Phoenix's childish behavior.

Meanwhile, Trigore was pacing around his room, think of the pesky hero that refused to lose. It was clear that Phoenix was becoming a thorn in Trigore's rear end, but there was still one more opponent he had to deal with. Ever since Phoenix had to face Spitfire though, he had been showing signs of... Weakness. It seemed that he knew her well, or something close to it. It wasn't the same with Sharp Iron, but somewhere in between the line. If Phoenix Burst was only showing weakness when fighting a friend, then Trigore knew just who to send out last.

"Hey Trigore, you asleep or something? I'm still wanting for your last contender to show... I'm feelin' a little bit jittery from my fight with Sharp Iron, so I just want to shake it off with one last dance." Phoenix cried, stopping Trigore from his pacing around.

"... Right, let's not keep you wanting... Bring out... The final contender." Trigore replied before the whole Colosseum began to fix itself. "You have come very far, in fact, the farthest out of anypony that's ever competed in this bouts. So I will reward you with the chance to see a... "Friend" of yours. Why don't we all let you two make yourselves acquainted with each other."

The ground underneath Phoenix began to break apart, and a low growl could be heard below. Phoenix quickly hopped back to make way for whoever was coming out.

Whoever it is must be really big, and who could it be that Phoenix Burst knew that was this big? Nopony he would recognize was this big.

The being slowly rising from the ground appeared to be a Purple Dragon with Green scales, Emerald Green eyes that looked threatening, two pairs of wings, a long, Spiky Tail, and he was huge. A Crystal was engraved in his forehead, glowing a Dark Ocean Blue color.

Phoenix Burst, and everypony else, was shocked to see this Dragon, and his roar made it clear that he was hungry for Phoenix. What Trigore said about knowing this Dragon was true. Too true.

"Oh my Celestia..." Phoenix whispered in horror upon remembering who this Dragon was.

"... I can't believe what I am seeing..." Celestia also whispered, then looked towards Twilight Sparkle.

"You've got to be joking...!" Bass Rush whispered last.

Twilight was horrified to see that this Dragon Trigore took from her three months ago... Was none other then the old Baby Dragon she once knew.

Her number 1# assistant; Spike the Dragon.

"... Spike... Why...? Why are you like this...? What happened to you...?" Twilight muttered, with tears welling up in her eyes again.

Spike roared at the horrified Unicorn below him, and blew some of his powerful Green Fire Breath in the air. Trigore chuckled in amusement as Phoenix took a few steps back, and shook his head in dismay, hoping that seeing Spike like this after three months was a dream.

"Heh! Happy to see your long lost friend, Unicorn?" Trigore smugly said, taping his talons on the floor.

"Spike... WHAT DID YOU DO TO HIM!?" Phoenix shouted in anger.

"... I just had a little... Deal with him. He was persistent at first, but I got him to listen with a few... Threats. We became the best of friends throughout our time together. Just be happy that he's alive and unharmed, because you will be the one to serve his next meal!" Trigore answered, chuckling again at Phoenix angry growl. "Spike, buddy. Look at the pony below you, and tell me if you remember him, or not."

Spike did as he was told, and looked down at Phoenix for a second. Spike then let out an enraged roar at the sky, and let his claws out.

"Hm. I guess he doesn't remember the Unicorn that left him, and your other friends behind. You must not have been a really good friend to him, then. You only deserve it, though." Trigore spoke while twiddling with his staff.

"... No... I didn't leave him, or my friends behind...! Spike, you saw everything! Trigore sent me away, three months ago! Don't you remember? It's me, Phoenix Burst! I'm sorry I've been gone for so long, but I'm back now, and I'm here to get you back to Twilight Sparkle, and everypony else! Try to remember, buddy! I didn't leave you, or our friends behind! " Phoenix shouted, trying to break into Spike's consciousness.

Spike grabbed his head and groaned in slight pain, then roared again before launching some Fire at Phoenix. Phoenix flinched a bit before dodging the Green Fireball, and then dodged Spike's incoming tail. Spike kept launching Green Fireballs at Phoenix, and swishing his tail around, not giving Phoenix a chance to rest his hooves anywhere.

"It's no use running away from him, Unicorn! He's always going to keep you on your hooves, no matter where you run or hide! Give up, now!" Trigore growled as Phoenix kept dodging Spike's attacks.

"Arg! Like hay I'm going to ever do that!" Phoenix replied angrily, hopping over Spike's tail once again. "Spike, come to your sense's! It's me, Phoenix Burst! I'm not here to fight you! I'm here to save you! Try to remember, little buddy!"

Spike growled again, and started smashing the ground with his tail, destroying hiding place's for Phoenix. It was clear to Phoenix Burst, and Twilight Sparkle more then anypony else in the Colosseum, that Spike was suffering inside, and needed help.

It all made sense now to everypony. All those days of hearing a Dragon's roar, was coming from Spike. He was closer to them then they thought, but unreachable from where they were. He was crying in agony, or worse. All those days Twilight had thought she had lost her assistant was false. She's been hearing his cry's since day one.

"... You were always there with us... Weren't you...? Spike, I'm so sorry... If only I knew..." Twilight spoke, shaking her head in denial.

Rarity heard Twilight speak, and let out a tear at the sight of her friend looking so sad. It was heartbreaking to see their long lost Dragon friend had been suffering like they were, and is fighting Phoenix Burst now.

Back to Phoenix Burst and Spike the Dragon, Phoenix had began to slow his pace out of fatigue, and laid on a broken rock, while Spike growled at him again. Spike whipped his tail at Phoenix, which was dodged swiftly, but sloppily. Phoenix was really getting tired, and looked like he needed a rest. Although Spike is the only one keeping him from doing so, and he's really doing a good job at keeping him on the move. Spike smashed the ground again with his tail, causing more and more destruction then Tabius. Thanks to that smash, a few rocks were thrown into the air, giving Phoenix a path to Spike's arm.

Phoenix took the chance and hopped on each rock at perfect timing, dodging all of Spike's claw attacks in the process, then hopped on his arm. Phoenix ran as fast as he could to Spike's shoulder, and jumped onto his snout while avoiding his claws and tail again. Spike's sharp tail didn't seem to affect him at all, but it was making him angrier.

Phoenix was just a jump away from the crystal on Spike's head, and freedom for both of them. Phoenix quickly jumped towards the crystal, hooves out to reach it, when Spike suddenly grabbed him, and brought him to his face.

Spike roared at Phoenix once again, while his hostage struggled to himself.

"... Spike, don't do this! I know your in pain, Spike. Okay? I understand! Your in a lot of pain and you don't want to suffer any of it, anymore, but you have to understand that I'm here to help you. Stop attacking me! Stop attacking your friend!" Phoenix told his Dragon friend, but only got a loud roar in reply.

"It's no use, Unicorn! He can't hear you anymore! Your nothing but food to him now!" Trigore told Phoenix.

Spike continued roaring at Phoenix while squeezing him tighter, but deep within the roaring, Spike was whining, too. Sadly, nopony, except Phoenix Burst, Twilight Sparkle, Rarity, Blitz Minder, and Fluttershy, could hear his whine. There had to be a way to help him, because he was still only a baby Dragon at heart, not this. This was something Spike wasn't, but Trigore made him into. He was forced to be this against his own will, and he was hurting because of that.

"Spike... I understand... I understand what your feeling. I can feel your pain, just by having you holding me like this. You want to be freed from this curse Trigore put on you, but you need some help. Is that what your trying to tell me? Because I'm trying to do everything I can to help you." Phoenix told the suffering Dragon, again, getting a roar in reply. "It's okay, Spike. I'm not your enemy. I'm just here to help you out. I am so sorry I've been gone for a long time, even though it was just three months, but I'm back now, and I'm going to help you break free of your curse. In order to do that though, I'm going to need your help. I can't help you on my own."

"Arg...! Don't listen to him, my pet! He's only trying to fool you! Here, let ME help you!" Trigore butted in, zapping Spike with some magic.

Spike roared in pain from the Dark Magic, and squeezed Phoenix even harder, sucking the life out of him.

"Gyah...! No Spike, don't listen to him! He's... Only trying to hurt you... More then you already are...!" Phoenix said, trying to hold onto as much air as he can.

But it couldn't be helped. Spike's pain was becoming to much for him, and Phoenix's life was rapidly coming to an end by Spike's hand. If Phoenix was going to save both of their lives, he was going to have to think of something fast.

"Spike... No..." Rarity whispered sadly.

"Phoenix Burst... Spike..." StarShine and Terria also whispered, leaning onto Blitz Minder for comfort.

Phoenix huffed a few times before trying to free his hooves, but only managed to free his left hoof. He used this his hoof to rub Spike's scaly hand, soothing his pain a bit. Sadly it wasn't helping much, so Phoenix stopped. Upon lifting his hoof, he felt something dangle around his neck. Phoenix looked down, and saw his mother's necklace, and also Spike's late present.

The Dragon Flame in a bottle.

"... (Gasp) That's it..." Phoenix said to himself before looking back to Spike, and raised the bottle to him. "Spike (Shows Spike the bottle) you see this? You gave it to me three months ago for a birthday present since you didn't get me anything on my birthday... Remember? You told me it was also repayment for that apple I gave you awhile back. I promised you that I would never take it off, and I've kept it on ever since. Remember what you told me that day? Remember all of our friends? Remember all of the great times we had together as more then just friends, but also... A family. You, me, and all of our friends are one big family that we made together. I need you to remember that, because we all miss you, and we want our old Spike back. We want our family whole again, but it can't be... Without you."

Spike ceased his roaring, and stare at the bottle. Slowly and carefully it was all coming back to him. Spike whimpered a little, and lightened his grip on Phoenix. This was his chance to get some air before he choked to death. Spike was about to lift a claw, and touch the bottle in Phoenix's hoof, until the Dark Crystal on his forehead began to send a surge of pain through his body. Spike was doing his best to fight it, and remember his true self, but the pain... It was becoming too much for him.

"Come on, Spike. You can beat whatever is hurting you. I'll be right here to help you if you need me. I will stay by your side at all times." Phoenix told him, placing his other hoof around Spike's thumb.

"It's okay, Spike. We're all helping you through this." FireBlaze added.

"That's right. We're all with you all the way." The CMC also added.

"Together!"

"NO, SPIKE! Don't listen to those baffoons! They're just trying to confuse you! Your mine now! You don't need friends anymore, not when you have something more powerful, and more desirable!"

"No! That's not true, Spike! What Trigore is telling you are lies! You don't belong to anypony! You aren't some sort of object! You aren't something that ponies use, like Trigore does! And Trigore didn't give you any new powers, or anything! He made you into something your not!" Phoenix said before looking at the bottle, then back to Spike. "... You choose who you want to be, Spike. You choose your own destiny, your own dreams... So choose. Who do you want to be? What does your heart think of this?"

Spike roared again as another surge of pain shot through him. The pain was keeping him from remembering who he really was, and he wasn't going to let it overtake him. Not this time.

_(Flashback #1) _

_"Hey Spike. How is everything?" Phoenix Burst asked Spike as he just got back to his house from Golden Oaks Library._

_"P-Phoenix, thank Celestia your here. Pinkie Pie left me with Aquario to watch, while she went out, and I've been having a hard time calming him down __since she left." Spike answered frantically as Aquario continued to cry in his arms._

_"Well, let me see what I can do." Phoenix Burst replied calmly as he took Aquario from Spike. "Hello there, little brother. I'm back now. Don't cry, my little colt."_

_Aquario calmed down a bit and looked at Phoenix before trying to grab his cheeks. Phoenix put Aquario in his lap, and started humming "La Pace" to him. Spike watched in amazement as Aquario fell asleep in Phoenix's lap in just a few minutes, and he laid him down in his stroller._

_"Come on. We should get back to the Library now. Twilight is waiting for us." Phoenix told Spike, getting a nod in return before Spike hopped on his back._

_"You know, how did you learn to take care of babies, Phoenix?" Spike asked._

_"... I had to take care of my baby Sister a lot since my Father's been working a lot, and Mother... You get the picture. There would be times when I come home from school, she would be sitting by the door, waiting for me to come in. When I came back to her finally, she would instantly jump into my hooves, and nuzzle my cheeks. She was such a sweet delight to have around... Until time decided to..." Phoenix trailed off in his explanation, sighing deeply as he looked down at Aquario._

_"Oh... I'm so sorry to hear that..."_

_"It's alright, Spike. Your the first I've ever told this to. Not even Twilight knows about this. It would usually hurt me to revel such memories to anypony, but I actually feel just fine telling you." Phoenix replied. "But hey, let's just keep this between us for now."_

_"You got it, Phoenix! Just the two of us." Spike replied enthusiastically._

_"Now, to Golden Oaks Library!" Both Pony and Dragon declared while Aquario slept before rushing out of Phoenix's house._

_(Flashback #2)_

_"Hurry along, Spike! They'll be here any minute now!" Twilight told Spike while picking up as many books as she can._

_"Twilight, they won't be here for another hour. We have enough time on our hands... Or hooves to take a small break, right?" Spike asked as he climbed down a ladder._

_"WRONG! We have something we have to do next that will blow everypony's mind's away. Remember that thing I ordered a few day's ago? It came in the mail today, and I can't wait to get started on building it. YHEEE!" Twilight answered cheerfully during the end as she started clapping._

_Twilight put the remaining books on their shelves, while Spike pulled out his, and Twilight's, sleeping bags. Spike laid out the bags, and tried to lay down on his, until Twilight got him back on his feet and rushed to another room._

_"Spike, you can rest for as long as you like when we're finished with "The Thing". Our guest's will be here soon, and I really need your help. Please, my number #1 assistant!" Twilight pleaded as she got on her knees with a pout on her face._

_"... (Sigh) Fine. Let's get this over with before they arrive, and so you can stop pouting." Spike replied tiredly as he rubbed his eyes._

_Twilight then got up with a smile and walked over to the package on the table, but then turned back to Spike with a playful pout, making him groan._

_"I'm coming..."_

_(Flashback #3)_

_"Twilight, did you hear the news today?" Spike asked Twilight while putting some books away on their shelves._

_"What news, Spike?" Twilight asked, obviously not listening to a word he was saying as she read a random adventure book upside-down._

_"Well for one thing, your reading a book upside-down. Two, there's going to be a Band coming to Ponyville this evening." Spike answered while hopping off of the ladder he was on._

_"Really? Hmm... I guess I'll check this out later. First, I want to see if Phoenix Burst is able to stop by today. It's almost time for another Magic session." Twilight said as she put down the book and walked towards the door. "And Spike?"_

_"Yes, Twilight?" Spike replied, anxiously rubbing his claws together._

_"You put three books on the wrong shelves. Aw... And it is such a shame for this little dooby snack too..." Twilight said as she held a small cookie with her magic with a smile present on her face._

_"NO! I'll find those books right away!" Spike cried as he began rushing around the room for those three books. "Come on! Where are they...!"  
><em>

_"Hehehe. I'll see you later, Spike. Make sure you find those books before I get back." Twilight told the exclaiming Dragon before closing the Library door behind her._

_(Flashback #4)_

_"Heh, and while she's doing that, I'm going back to managing the party games and everything. Come on, Spike. We have some Foal's Card Game to attend to at the moment." Iron told the small Dragon as he began to head back to town square._

_"Oh, right. Bye everypony! See you all later!" Spike told the others as he followed Iron towards the square, then stopped. "Oh wait! Phoenix, I wanted to give you something I made."_

_Spike handed over a necklace with Spike's Green Dragon Fire inside a glass tube. Phoenix Burst took it slowly into his hooves and stare at it with awe. It's gorgeousness completely put Phoenix into a trance for a moment, then Phoenix shook his head quickly to wake himself up._

_"... S-Spike... This is..." Phoenix started to say, but didn't know how to finish._

_"That's so cute..." Terria said, staring in awe at the bottle._

_"I never really repaid you for that apple you gave me awhile back, and for all the times you've helped me when I needed it, so I made something for you. This is also a late birthday present that I meant to give to you awhile ago too, but I kinda forgot it." Spike explained, sheepishly rubbing the back of his head._

_"... Spike... It's great! I promise to never take it off, unless you want me to." Phoenix replied, connecting the necklace with his mother's pendent. "So I don't have to wear so many necklace's at once. Thank you so much."_

_"No need for thanks. That's what friends are for. Now I have to go. See ya." Spike left with that being said._

(End of flashbacks)

Spike groaned again as the memories were coming back to him, and the energy from the crystal on his head continuing to hurt him. Spike put his free claw on his head, and shook it really fast. Within a few moments, the dark energy from the crystal began to fade, and Spike snatched it off his head. As soon as the crystal was removed from his head, Spike began to shrink down to his original self, nearly dropping Phoenix Burst in the process.

Spike's spiky tail became small and the spikes were removed. His claws became small and not so sharp. His Green fiery breath came out as only small puffs of fire, and his roar ceased it's threatening quality.

"Whoa...!" Phoenix cried as he used his flight to keep him in the air, while Spike was about to fall. "Spike, I'm coming!"

Phoenix flew to Spike, and caught him before he could begin to fall. Spike's eyes were closed due to the pain he just suffered, but carefully opened them once the pain also ceased.

"... P-Phoenix... Where am I...?" Spike asked, rubbing his aching head. "Ow... My head."

"Spike, your going to be okay. We're in a Colosseum, and you just returned to your normal self again." Phoenix answered while slowly lowering to the ground. "Spike, I'm so glad your back... I am so sorry I left..."

"Don't sweat it, Phoenix. You didn't leave us. Trigore sent you away. Yeah it hurt us all, but if he hadn't done that, we wouldn't be here to begin with. I really missed you."

"I know, and I missed you, too. Oh, and you might know a certain somepony else that miss's you a lot."

"Who is it? Rarity?"

"Even better!"

"SPIKE!" Twilight cried as she and their friends charged at them.

Twilight tackled Spike and Phoenix Burst onto the ground, and took Spike into her hooves really tight. Phoenix scooted back a little so Twilight and Spike could have a moment together to be reunited. Everypony else joined the duo and told Spike how much they missed him, while Phoenix and the audience watched. Trigore, however, wasn't very pleased by this. He was enraged to the core of his dark heart. Every single bit of negative emotion he was having right now was going straight to Phoenix Burst and his meddling.

"Spike, I missed you so much! I'm so sorry I couldn't prevent Trigore from taking you away! Losing you after losing Phoenix Burst felt like the end of Equestria to me, and I don't want that to happen again! Losing you was like losing a best friend." Twilight told Spike while hugging him tighter then everypony else.

"We thought you were gone forever, Spike." Rarity added.

"It felt so terrible to have two of our friends gone, and for so long, too." Pinkie Pie also added.

"... I... Missed you all... Too...! Need... Air...!" Spike said, holding onto his breath as he wiggled in his friends hold.

"Guys, give him some air. He's choking to death." Phoenix spoke, scratching his head childishly.

Everypony then let go of Spike and gave him some space. Twilight ran over to Phoenix and hugged him, too.

"Twilight..."

"... Thank you, Phoenix Burst... For bringing back Spike..." Twilight said, holding Phoenix tighter around his neck, but not choking him.

"... I told you I would, Twilight. I'm just happy that you and everypony else is safe, and that we're all together again."

Luna then silently walked towards the Unicorn's and joined in the hug. None of them said a word to each other, but I guess they didn't need to. Nopony else could see Celestia's face because of her mane, but she was happy to see the trio together like this, and smiled lovingly to them.

Sharp Iron watched from atop the Colosseum, and shrugged before leaving the place. Mayple and Syrup followed close behind, feeling as if they completed a task that made many happy. Iron felt close to that, but only about helping one pony.

His best friend, and worst enemy.

Trigore on the other hoof, paced around in the room he was occupying at the moment. The Red Unicorn that was currently reuniting with his friends was ruining Trigore's plan, and needed to be out of the way. How was going to be tricky.

"ARGH...! That nuisance is really grinding my gears! Whatever we throw at him, he just keeps beating them! The time of reckoning is almost upon us, and everything isn't ready yet because of that blasted, arrogant colt!" Trigore yelled angrily, smashing some stuff with his magic.

"_CALM DOWN, TRIGORE! I may have a plan to distract him long enough to fulfill a part of our plan, but you need to remain in composure!_" The demonic voice spoke finally before explaining everything to Trigore. "_Now that you know what to do, get started so we can... You know._"

Trigore nodded slowly and pointed his staff at the ground near the group of friends on the battlefield, then fired a huge blast of magic at them. Phoenix sensed it and created a barrier to shield everypony, making another huge explosion from the impact. Inside all of the dust, everypony tried finding each other, swinging their hooves to touch somepony. From underneath Celestia and Luna, two tubes formed from underground and captured them. The two former Princess's tried calling out to the others, but their voice's didn't get through to them. Once the dust cleared, the audience gasped as the Princess's were raised towards Trigore while he just chuckled triumphantly.

"What the!? Trigore!? Let them go!" Phoenix yelled at the King.

"What's that? Did you say something? I didn't hear you..."

"You hear me loud and clear, you monster! Let the Princess's go!" Phoenix repeated.

"... Sorry, but no can do! You have become one of the biggest nuisance's I've ever had to deal with, and your only being a burden to my plans! Oh, and about our deal! If you thought I was going to keep my promise, well too bad because I was never going to keep it anyway! I've had my fingers crossed the whole time, so tough luck trying to get me, fools! Ta, ta...!" Trigore replied before rushing off with the Princess's.

"Wait a minute! Celestia! Luna!" Terria cried, shocked of their capture.

The entire Colosseum began to explode, and fall apart around everypony due to the first blast Trigore threw at the team. The rebels gathered into a cuddle, while Phoenix Burst growled in frustration.

"Come on, guys! We have to go after them!" Phoenix declared as he ran off.

"Phoenix Burst, wait!" Blitz Minder tried calling his friend back, but it was useless. "Why do you always do this, Phoenix...?! Come on! We better go after him before he gets himself into more trouble!"

"Right! Everypony! You have to get out of here! It's not safe to be here anymore, so leave as fast as you can!" FireBlaze told the audience as he and the others went after Phoenix Burst, the Princess's, and Trigore.

Back with Sharp Iron and his partners; they were not too far from where the explosion occurred. Sharp Iron stopped walking and looked back at the Colosseum, a bit irked by the sounds of things blowing up.

"What do you think that could have been?" Syrup asked worriedly.

"... Not sure. But maybe we should go back and see what's going on." Mayple suggested. "Is that okay with you, master?"

Iron didn't say a word. He knew inside that Phoenix could handle whatever the case is without Iron around, but after fighting four opponents without any rest may have taken a lot of his energy.

Also, Iron felt like he couldn't abandon his friends again. He's called a traitor now because of it, and he is not a traitor.

"... Yes. Let's go see what the problem is!" Iron answered before heading back to the Colosseum, with Mayple and Syrup following him.

Back with Phoenix and the others, Trigore and the Princess's fled to Canterlot Castle, heading to the throne room while our heroes weren't that far behind. Everything around them was breaking apart, and it was only helping Trigore get farther ahead, while everypony else fought their way through the collapsing building. Not too far away behind Phoenix's group, something in the shadows was chasing them without them knowing, lunging from side to side. Only the CMC noticed something approaching them while their friends kept destroying pieces of the ceiling that fell towards them.

"Uh, Everypony? Something is coming this way!" The Cutie Mark Crusaders cried as the shadow beast ran through the walls.

The only pony it seemed to be after was Phoenix Burst as it kept it's eyes on him. It hid in many different place's, watching the group hunt down Trigore and protect themselves from the falling castle. Spike spotted the creature, and pointed at it for the others to see.

"There! Something in the shadows like the Cutie Mark Crusaders said!"

Everypony stopped running, and waited for the creature to show itself. Fluttershy was about to ask where it was hiding when a Black Vortex appeared on the ceiling, and the shadow beast fell out of it.

To Phoenix Burst, and the CMC's horror; it was the Chimera from before.

"AH!"

"Urg! Not this thing again!" Phoenix yelled at the Chimera.

The Chimera just screeched at Phoenix Burst, and whipped it's tail at him. Obviously it missed, but it wasn't even trying to hit him that time.

"Uh, Phoenix Burst? Is that an old friend of yours?" Rainbow Dash asked.

"Uh, yeah. This Chimera didn't want to give me a hug when I asked it to. And it even declined a cookie. A cookie! This jerk... Your not getting away with that, Chimera! I really thought we had something special, but I guess I was wrong! You are going down!" Phoenix said before charging at the Chimera. "I've got this mutant numbskull!"

Phoenix tackled the Chimera, but only went through it instead of hurting it. The Chimera turned around and grabbed Phoenix by the tail, then threw him at a wall. Before Phoenix could even hit the wall, the Chimera extended it's arm, and grabbed him by the neck, and slammed him onto the floor while screeching at everypony else.

"Oh no! Phoenix!" Bass Rush and Pinkie Pie exclaimed in fright.

"THAT was your little "Friend"!?" Rarity asked, annoyed by Phoenix's stupidity.

"... Well, yes. We just met today, but we have many memories stored in our hearts!" Phoenix answered.

Everypony just fell backwards, and groaned. Phoenix was still being thrown around the place, but his awkward chuckle could be heard. Zei, however, put a hoof on his chin, and began thinking up an idea.

"Hm... When Phoenix tried to attack that thing, he only went through it..." Zei trailed off as he was starting to get an idea, while Phoenix continued to be thrown around like a doll.

"What are ya thinkin' about, Sugarcube?" Applejack asked, getting back onto her hooves.

"That thing came from the shadows, right?"

"Yes..."

"I have this hypothesis. If we can cast a light on it, maybe it will disappear." Zei suggested, then looked towards Twilight Sparkle. "Twilight, can you use your magic to make something with light, please?"

"I can't use magic anymore because Trigore sealed it, along with every other Unicorn in Equestria." Twilight answered before trying to use some magic, but failed. "You see?"

A light suddenly flashed on Rainbow Dash, blinding her for a second. She suddenly got an idea.

"I think I've got it!" Rainbow Dash told everypony else before flying off towards the source of the light.

Everypony looked at where Rainbow was flying off to, and saw what she was doing. A mirror dangled on a rope near a ledge, swinging from side to side.

"Rainbow Dash, you are a genius!" FireBlaze exclaimed.

Rainbow Dash pointed the light at the Chimera after it slammed Phoenix Burst onto the floor once again, and it froze in place. Rarity, Twilight Sparkle, and Bass Rush helped Phoenix up, and saw that his wounds were healing very slowly. He opened his eyes and shook his aching head, then rubbed it.

"Wha...?"

"It's okay, Phoenix. The shadow beast is in our control-" Rarity stopped at the Chimera starting to moving again.

Rainbow Dash kept the light on it, but it still moved around frantically, and smashed the floor near Pinkie Pie. Phoenix thankfully jumped in and rescued Pinkie before she was crushed. The Chimera then lunged out at Blitz Minder, but FireBlaze managed to kick it away from Blitz.

"FireBlaze, you saved m- Wait a minute! You just kicked that Chimera!" Blitz said, shock by this.

"Yes, I di- Wait a second! That's it! The light makes it into a touchable foe! We can attack it now since the light is shining on it!" Fire told everypony.

"Then let's all go in for an attack altogether!" Phoenix Burst declared before everypony, except the CMC, Terria, Rarity, Pinkie Pie, Fluttershy, and Spike, went in to fight. "Attack!"

Everypony pounced at the Chimera, and knocked it out in a matter of minutes. Phoenix found some rope nearby, and tied up the Chimera in it.

"Rainbow Dash, keep that light on the Chimera and let's go! We have Princess's to find, and a Alicorn to stop!" Phoenix told Rainbow.

"Got it!"

Rainbow Dash let go of the light, but kept it on the Chimera before joining everypony to finding Trigore again. While nopony was looking; the Chimera broke free of the ropes, and grabbed Phoenix again.

"What the?!" Phoenix cried, then noticed the arm that grabbed him. "Oh come on!"

"Hold on, master!" Cupid and Zei cried, rushing towards Phoenix.

Unfortunately for the Chimera, it was still in the light, so Cupid and Zei tackled it's arm, freeing Phoenix, then went to tying it up again. It broke free again, but something caught Zei's attention when it raised it's arms up.

A crystal rested on it's chest, and it looked like the one Spike had before.

"Master, there is a crystal on that beast's chest. If we can remove it..."

"Then that's how we beat it!" Cupid finished for Zei.

"That's right. Does anypony have any rope we can use to tie it up with?" Zei asked urgently.

"... Ooo! I have one!" Pinkie Pie answered with a rope in hoof.

"Way to go, Pinkie! Now Cupid, tie up the Chimera, while... Phoenix Burst distracts it."

"Wait! Why do I have to distract it!?"

"Because your the one it wants, master. You and your "Precious memories" with that thing is what got us into this, now calm down and do it, alright?"

Phoenix muttered something to himself before running past the Chimera. The Chimera chased after him, while Zei set up the rope to tie up the Chimera. Once he was finished with it, he passed the rope to Cupid, and he threw it at the Chimera. It was close, but he missed it.

"Shoot! Master, your going to have to get the rope, and tie up that Chimera yourself!" Cupid instructed Phoenix.

"Why me!?"

"Because your the only one it wants! And the rope is closest to you, so do it!"

Phoenix groaned and ran towards the rope. He managed to get the rope flawlessly, and stopped where he was while the Chimera kept running to him. Phoenix turned around, and waited for the Chimera to get close enough to tie it.

"Phoenix, what are you doing!? Get out of there!" Spike cried before Zei put a hoof in front of him.

"It's okay, Spike. He knows what he's doing." Zei said.

Once the Chimera was close enough, Phoenix jumped really high, and threw the rope down on it. The rope landed around the Chimera's waist again and Phoenix tugged on it to seal it again. Like before, the Chimera broke free from the rope, but failed to notice Phoenix was perfectly alined with the crystal in it's chest. Phoenix pounced at the Chimera, and pulled the crystal out of it, defeating it for real this time.

"There ya go!" Bass Rush and Applejack said in unison.

"Heh, that wasn't so hard. Now let's get moving before Trigore does something to the Princess's!" Phoenix said, continuing to the throne room with everypony else.

In just a few minutes, they were at the doors to the throne room, and to the right side, there was a stairway that lead to the higher part of the room. To everyponies surprise, another threat decided to show itself. Only this threat wasn't a threat at all, or it didn't seem like it to the team.

The pony blocking the way into the throne room... Was Big McIntosh. Applejack and Apple Bloom's Older Brother.

"(Gasp) Big Brother!?" Jack and Bloom cried in unison upon seeing their Older Brother trying to stop them.

"Big McIntosh!?" Everypony else added, just as shocked.

Big Mac was wearing his usual attire, but with Black Armor on to add under it. He didn't have a helmet on like Spitfire, so the team could tell it was him. His orange mane got darker, and his fur was a little paler, like Spitfire.

Big McIntosh looked up at Jack, and growled lowly at her.

"Big Mac... Not you, too...! That Trigore is going to pay for this when I get my hooves on him!" Jack yelled, only to be silenced by Big Mac.

"Silence, slave! In the name of King Trigore, ah cannot let y'all through!" Big Mac told everypony, preparing himself to fight.

"Big McIntosh, we're not here to fight you. We're your friends, and those are your Sisters. We need to go in there, and stop Trigore before he does something that could end us all. Please, let us-"

"Ah've heard enough out of you! As I've said before; ah'm lettin' y'all through here!" Big Mac interrupted, pulling out a spear, and pointed it at Phoenix Burst.

"... Wow... We're going there, huh?" Phoenix said, moving the spear away from him. "Hey... Look, I will not fight you, Big Mac, but we need to get past you, like, now."

"And ah said no!"

"... Pretty please? With two apples and sugar on top?"

"No!"

It became a staring contest between Phoenix Burst and Big McIntosh, sweating as things became more and more intense around them. Then they started making funny faces, but stopped soon after. Big Mac wasn't going to budge no matter how much they try to persuade him. Applejack stepped forward to join Phoenix side by side, and gave Big Mac a very hurtful look. Phoenix saw how sad she was, and put a hoof on her back.

"Wha? Phoenix..."

"Don't worry. We're going to help him one way or another. Together." Phoenix said, smiling thoughtfully at her. "I'm going to need your help to free him from his current state. Oh, and Apple Bloom, too."

"Why?" Applejack asked.

"... Because I might know how Spike freed himself from the crystal that Trigore had on him. He needed something that reminded him of us, or home. Big McIntosh will need the same thing, but you and your Sister have to help him. He's your Big Brother, not mine." Phoenix explained as Apple Bloom walked over to them. "Oh, prefect timing."

"What's gonna to happen ta him...?" Bloom asked.

"He's going through what Spike was. In order to free your Brother, your going to have to remind him of something, or somepony about home." Phoenix explained again. "You ready, you two?"

"We sure are." Applejack answered for the both of them before walking up to Big Mac. "... Big McIntosh, it's us."

"Remember us? We're yer little Sisters; Apple Bloom and Applejack." Bloom continued with Jack.

Big Mac groaned a little and cringed. both of the Apple Sisters looked at Phoenix and saw him nod.

"It's working, you two. Keep going."

"... Ya remember all of the times we had together as a family? All the apples we bucked, and our famous apple cider that you'd make?" Applejack continued on.

"And all of the stories you would tell about when you were little, or when Big Sister was little? Remember Granny Smith?" Apple Bloom continued next.

"And Sweet Apple Acres! Our home, and the few hundred acres of apple trees the naked eye could see? The precious memories we made together that Trigore took away from us is at stake, and we need you to step aside so we can get it all back!" Both Sisters finished in unison.

Big McIntosh clinched his head with his hooves, and screamed at the top of his lungs, hurting everyponies ears. A dark force appeared from under Big Mac, and spiraled him inside.

"What's happening!?" Apple Bloom cried.

"This didn't happen before! Stand back!" Phoenix replied, pulling the two away from Big Mac.

"Big McIntosh!"

"AAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHH!"

The pain was overwhelming for Big Mac, hurting every part of his body tremendously. The dark force was growing ever so big that it covered the entire area. Inside the magical force, Big McIntosh flouted in he middle of it, screaming in pain. Everypony else got onto their hooves, and watched Big Mac scream ever so loud.

"This magic force... It feels so powerful, and unstable. Big McIntosh won't be able to survive if we don't help him." Twilight stated.

"... Then I'm going in!" Phoenix suggest as he turned around, and was about to jump towards Big McIntosh, until Applejack stopped him.

"Ah'm going with you, Phoenix. He's my Older Brother, and he needs me."

"... I understand where your getting at, Applejack. Hop on my back, because we're gonna go real fast." Phoenix replied as A.J. got on him, then flew towards Big McIntosh.

The dark force was keeping them from getting through, but Phoenix was going to keep pushing himself further to get both of he and Applejack through. Shadowy whips lashed at both ponies, and smacked them endlessly. No matter how much pain they were going through, though, wasn't going to keep them from getting to Big Mac.

"Arg! We're... Almost... There...!" Phoenix grunted as he kept fighting his hardest to say awake, while Applejack seemed to almost be in a passed out state. "Applejack... Don't you dare... Give out on me!"

"... Ah'm trying not to... But it hurt's... So much..." Applejack replied, then looked up at Big Mac. "... Big Brother..."

"... Applejack...?"

"... What...?"

"Arg!... Remember when... I saved Equestria from Sharp Iron awhile back...?"

"Yeah..?"

"Ug...! Do you... Remember what you told me...? About me letting out a... Tear because of how I was... Feeling?"

"... Yeah. So what, Sugarcube?"

"... What I was feeling that day... Was how happy I felt when... You, and the other five mares were... With me. I felt alone inside... And wanted the comfort of my friends... Thanks to you and the others... I felt a whole lot better... I wanted to hold you all night... Because you made the pain of my past be... Put to ease... If it's possible... Big McIntosh may need the same thing from his family and... Friends." Phoenix explained in a lot of pain, but kept going for Applejack. "Applejack...?"

"... Yeah, Phoenix Burst?"

"... Thank you... For everything..."

"... No, Phoenix... Thank you... Your the one helping us through this crisis... And riskin' yer life fer us... Your the one we need to thank for everything yer doin'. Now get us to Big Mac." Applejack replied before hugging Phoenix around his neck.

Phoenix, even though he was in a lot more pain then Applejack, managed to put a hoof on hers, and smile back. Once they finally got to Big McIntosh; Applejack and Phoenix looked at each other and nodded, understanding what they were thinking without saying a word.

"... Big McIntosh? It's me, Applejack. Phoenix Burst is here with me to help ya get better, because that's what we're here ta do. We want ta help ya feel better from all the pain yer sufferin'. In order to do that though, we need your help. We need ya to remember home, and why ya want things back the way it was. Think about our friends, and family that's risking everything for freedom. And don't you think for a second that we're going to leave you behind, because we're gonna stay right here until yer all better." Applejack told Big Mac before wrapping her hooves around him, sealing him in a tight embrace. "... Please come back to us... Please..."

The dark energy forming around everypony grew wider and wider as time passed, and stronger, too. It was becoming out of control for anypony to handle, and Big McIntosh's pain kept increasing. It felt likehe was going to pass out from the tremendous pain soon, but to everyponies surprise; The dark energy stopped growing. The darkness began to fade as Big McIntosh's crystal fell off his head, and both Apple's were about to fall. Phoenix used his magic to hold them together, and lowered them to the floor.

"Huh?" Applejack looked up and saw Phoenix Burst lowering her and her Brother, grunting in pain fom all of the cuts he had now. "Phoenix Burst..."

"I've got you, Applejack... Just hold onto Big McIntosh for me." Phoenix said, lowerig himself to the floor next.

Everypony rushed to Phoenix while Apple Bloom joined Applejack and Big McIntosh, holding his right hoof.

"... Is he gonna be okay, Big Sis?" Bloom asked.

Big Mac's eyes began to open, and his free hoof touched Jack's mane.

"W... What happened?" He asked half mindedly.

"Big McIntosh!" Both of his sisters cried in unison, bringing Big Mac into another tight embrace.

"Whoa...! Ah didn't think ah'd be missed that much. Hello, little Sisters. I missed you, too." Big Mac replied, hugging His Sisters back. "How did y'all free me from that crystal?"

"We just needed to remind ya of home, and you shouldn't just thank us. Phoenix Burst here did a mighty big part in helping us get you back. He's the one you should thank." Applejack answered, pointing to Phoenix.

Big McIntosh looked at the laughing Unicorn in front of him, enjoying some time to rest his injuries from all that drama and chatting with everypony. Big McIntosh freed himself from his sisters, and walkd up to everypony else.

"Ahem. Excuse me." Big Mac said, gaining the attention of everpony. "... Ah have something I'd like to say ta Phoenix Burst."

"Uh, yes?"

"Ah wanted to thank ya for helping my Sisters free me, and for everything you've done to protect Applejack. Ah let Trigore take control of me to protect Sweet Apple Acres, and everypony he promised he'd hurt if I didn't listen. When I let him use me for his dirty deeds; I lost control of everything in my body. All thoughts; Gone. Ability to speak; forced to say things I didn't want to say. My memories were changed into thinking Trigore gave me a new possibility to protect those that were important to me. Trigore actually threatened to kill my Sisters if I didn't obey. But now that ah know what he's really like, ah can't thank ya enough. You've opened my sealed shut eyes from doing something I would have regretted later." Big Mac said, sticking a hoof out for a hoof shake.

"... There's no need to thank me, Big Mac. I was happy to help, and I have something to settle with "Tribore" at the moment. Also, your Sisters were a big help in-"

"Ah know. They told me. Now can ah have that hoof shake or not?"

Phoenix looked at Big Mac's hoof, and shook his hoof.

"Big Mac, are you going to join us in bringing Trigore down? Are you willing to join our rebellion, to stop a force that might be able to take away just about EVERYTHING we have. The more ponies that join our rebellion, and help bring Trigore down; the better. He needs to be stopped at all cost, but in order to do that, we need to build a strong group of ponies, and work together to stop him once and for all! Are you in?" Phoenix asked in a leaderish voice.

"Y'all know I will. Ah'm going to stand up to that Trigore knucklehead, and help save Equestria with y'all for everything that he's done!"

"Then welcome to the rebellion, Big McIntosh!" Everypony cheered, except Blitz Minder, gathering in a group hug.

"Uh, sorry to spoil this reunion, but speaking of evil kings to stop, we should go get that Trigore now." He said, pointing to the door.

"Right."

Everypony stared at the door with determination, readying themselves for the fight of their lives. Phoenix stepped forward, and everypony else was about to follow him, until he stopped them by raising a hoof.

"Now hold on a minute, everypony. Me, Cupid and Zei are gonna go in here alone."

"Wait, why is that?!" Twilight asked, confused by Phoenix's change of mind.

"Because I want you all to take that stairway to our right (Points to his right). If my suspicion is right; then you guys can maybe get to the Princess', while the three of us distracts Trigore." Phoenix answered, signaling his partners to join him. "Come on, guys. I was talking about you."

"Are you sure about this, master? What if they are spotted?" Cupid asked.

"... Then we protect them until they free the Princess', and then make an escape route for them to take. All we have to do is keep Trigore occupped long enough for everypony to free the Princess'." Phoenix explained again to everypony. "Oh yeah, and don't cause any commotion while we're in there, okay? We need this to be just between us."

"Well they might need a little help with the guards that are guarding the upstairs area. I know every room by heart since I've been wondering them dozens of times." A familiar voice said from behind everypony.

"I know that voice!" FireBlaze said, turning his head around to see Sharp Iron was speaking.

Everypony else also turned to see Sharp Iron, walking towards them.

"S-Sharp Iron!?"

"The one and only. I'm here to help you all out." Iron said.

"Why is that...? All you've done is cause trouble for us, and your the one that got us into this mess to begin with!" Twilight stated angrily, leaning up to Iron.

"Yeah, yeah, I know what I've done. But that's why I want to make it up to you, by helping you save Equestria. You see, you have to trust me on this, please. I really want to get home back. Equestria actually meant something to me, too. So I want to help out." Iron replied, grinning like he was lying.

"You really think we can trust you after everything you did!? No way!" Twilight Sparkle, Rainbow Dash, and Blitz Minder yelled in unison.

"Oh, come on, guys! I know I've made big mistakes, but friends always forgive, and give second chances." Iron getting on his knees and begged. "Please believe me, everypony. I really want to write my wrongs. I want to make up for all the trouble I've cause. Just give me a chance."

"Why should we ever trust you!? Your only going to-"

"Okay then. We'll give you that chance, Sharp Iron. Just don't do anything silly, or double cross us." Phoenix interrupted FireBlaze.

"W-W-WHAT!? Y-You trust HIM!? He's the one that got us into this! Has your brain been burnt to a crisp or something!?" Fire yelled.

"Ba da ching!" Iron butted in with a drum set.

"Sharp Iron!"

"Aw..."

"... I know none of you like this, but Sharp Iron makes a good point. Remember that a true friend would give their friends another chance. A chance to make up for their wrongs. I've dealt with Iron's antics for a long time now, and I had to learn that trust was going to have to be earned the hard way. All of you should be able to show forgiveness, and give others a second chance, too. He'll have to earn our trust, but he can start by helping us save our homeland. So please, let him have a chance to make it up to us." Phoenix replied, looking at his friends with seriousness in his eyes.

Inside everyponies heads; everypony wanted to punch Phoenix for making a desicion like this. But outside, they knew what he was saying was right. A true friend forgives one another, and gives a second chance. Sharp Iron was going to have to earn theirs though, but I'd he was going to start anywhere; it'd have to be here.

"Phoenix Burst makes a valid point, so... Alright. You can come along." FireBlaze muttered angrily. "But you better NOT double cross us this time! You've only got one chance, so don't do anything stupid!"

"I won't. I promise!" Iron replied, nodding really fast before standing back up. "Now Phoenix Burst; Trigore is really powerful. If your going to fight him, then you better give him your all."

"... I'll try, Sharp Iron. I'll try."

"And you better come back alive, you hear me?" StarShine asked.

"... Heh, you really think i'm going to die in there? You guys will only be upstairs. We'll still be in the same room. Besides (Turns around), I'm going to knock Trigore into the ice caps, then I'll melt just about everything in sight with my eternal flame! Just you watch!" Phoenix Burst answered cockily before Twilight walked up to him again. "Twilight?"

"... You better show him who's boss while we're getting the Princess's, Phoenix. If you don't, I'll make you do twice as many spells once Equestria is saved, then I'll scold you." Twilight said, hiding a smile from Phoenix. "Don't let us down, you knucklehead."

"... Like I'm going to let something like that happen." Phoenix replied, brushing Twilight's mane for a second. "I'm going to make him pay for what he did to us. You just worry about rescuing the Princess' for now."

"Right. We'll be watching you now, Phoenix." Pinkie Pie replied as everypony climbed up the stairs, except Phoenix Burst, Cupid and Zei. "Good luck out there."

"Good luck to all of you, too." Cupid replied.

"Remember; We keep Trigore distracted, while you guys free the Princess'. Don't cause any commotion, or he'll figure us out. Don't let us down, because this is very important." Zei remained everypony.

"We know, and don't you let us down either, guys! We're counting on you to keep Tigore busy!" Rainbow Dash replied.

"Truly, now get in there." Phoenix said, staring at the door in front of him.

Everypony then ran into the upstairs part of the throne room, while the trio remained by the door for a few more seconds.

"... You guys ready for this?" Phoenix asked his partners, putting his hooves on the door.

"Yes, master!"

"Then let's roll!" Phoenix yelled as all three of them pushed the door open.

Inside, Trigore had the Princess' trapped in power tubes, installed to him from a tall stand. The Princess' power was being drained, while Trigore cackled maniacally at the increase of power he was gaining. Everypony on the upstairs part of the room could reach the Princess', so in a sense, this plan was going to work.

Everypony stopped running, and looked down at Phoenix Burst and his partners, waiting for his signal to go.

"Hey there, "Eyesore"! Down here!" Phoenix shouted, gaining Trigore's attention.

"What the?! Oh it's you... So you've finally made it to me...!"

"Heh. You've sure gained some weight since the last time I saw you. You really need to hit the gym more often." Phoenix said, joking around with Trigore.

"Really? I didn't think I was getting bigger."

"Yeah. You should maybe check the gym in Manehatten sometime."

"Hm. I might just do that. Thank you."

"No problem."

An awkward silence fell before them as both ponies stared at each other.

"... So... Anyway. Stop what you're doing right now! Your putting the entire kingdom on the line by doing this, and for what?! Millions will be killed if this continues on!"

"Well here's the thing; I don't care! I am Equestria's new ruler, and I can do whatever I want, whenever I want! just want to bring forth the power to start a new path for our race to continue on! A power stronger then friendship, working together, and harmony! Those are a thing of the past, and they have to be forgotten! For a whole new world to exist; the old world must be sacrificed!"

"But harmony is not just power! It's something that we work hard for, what we strive for in order to protect one another. It represents who we are inside, and what we've done together as one together, instead of millions alone! It is-"

"I've had enough of this talk already! It might just be one of the most used cliché ever! I've heard just about enough of this "Working together can create wonders" slop! You bore me with all of your tiring speech's! If I can't use your friends to get rid of you, then I'll have to get rid of you myself! Prepare to feel the almighty powers of a powered up god! With the 'Former' Princess' strength amplifying me, I am unstoppable!"

Trigore began to grow five times larger then before, his steel Black wings grew to where it was almost enough to break the walls that trapped them inside, and about 20 metal tentacle looking things came out from his back, all ready to take the trio down.

Phoenix just pointed a hoof at his friends, then lowered it to Trigore. Sharp Iron took that as the signal to go to the Princess's. Iron nodded to his friends, and they began their decent to the Princess', while Phoenix, Cupid and Zei began their battle with Trigore.

"Well then. If that's how this is going to be... Then let's roll, Trigore! Because I'm not holding back!" Phoenix declared before all three ponies charged at Trigore. "_You guys better not let me down!_"

"Don't think for a moment that I'll hold back anything either, little Unicorn!" Trigore replied, launching his tentacles at Phoenix.

Back with the other team, everypony continued on to the Princess' with no trouble at all, being careful to also stay out of Trigore's hearing range. The Mane Six and The CMC were watching Phoenix and his partners fight for their lives while keeping up with the others. Suddenly, five Royal Guards came own from the ceiling, and pointed their weapons at everypony.

"Hult! Stay where you are! No more of your sananagins!" All of the guards said at the same time.

"Oh no. Their blocking our path!" Spike cried at their sudden appearance.

Sharp Iron took action first by punching one of the guards in the face, then kicked another at FireBlaze. Fire grabbed the guard that fell towards him, and smashed his face on the floor. Blitz Minder and Applejack jumped into the fray, and kicked the other two guards at Sharp Iron. Iron, by accident, pushed the guard off the edge of the rail, and fell down face first onto the marble floor.

(Fatality) (Flame sound effect)

"... Well... That wasn't supposed to happen... Hey, why don't we (Pulls out some sunglass's) GO Gangnam Style!" Sharp Iron suggested as he, and the Royal Guards, instantly did Gangnam Style in front of everypony.

Oppa Gangnam Style!  
>Gangnam Style!<p>

"_Najeneun ttasaroun inganjeogin yeoja_" First Guard sang.

"_Keopi hanjanui yeoyureul aneun pumgyeok inneun yeoja_" Second Guard sang.

"_Bami omyeon simjangi tteugeowojineun yeoja_" Sharp Iron sang.

"_Geureon banjeon inneun yeoja_" All three of them sang, with Psy joining them.

Everypony, except Phoenix Burst, Cupid and Zei, and Trigore, dropped their jaws dumbfoundedly. Didn't Phoenix tell him not too long ago not to make a peep while he fought Trigore? Where did the music come from? Where did Psy come from? Why is this even happening? And is Phoenix and Trigore ignoring this?! Also, the Royal Guard that fell off the ledge is dancing, too!?

Wait! He's alive!?

Even Celestia and Luna are confused as hay.

"... Sharp Iron, what the hay are you-"

Iron stopped StarShine from speaking by pointing a hoof at the Princess', and nudged his head to them. Everypony took this as their chance to move on, while Sharp Iron stayed behind. It was a relief that Trigore didn't notice them, and Phoenix was still fighting his hardest. Twilight Sparkle looked back at Iron, and sweat dropped at his dance moves. She noticed him look at her, and wink to her.

"_... You really are the weirdest pony I've ever met, Sharp Iron. Thanks._" Twilight said in her mind before joining everypony again.

Celestia was the first Princess everypony reached, and none of them could tell what any of the device's were for.

"Okay, so how do we free Celestia without alerting Trigore?" Rarity asked, looking at each cord plugged into the device Celestia was trapped in.

"How about we pull them all out together." Rainbow Dash suggested, grabbing each cord, then started tugging.

"No, Rainbow Dash! We might cause more damage then we think we will. Let's think about this first." Twilight decided, taking into caution what may have to be done.

Looking closely at a cord that seemed to be connected to Trigore's back, it seemed like his source of power by the looks of the glowing stream coming from inside the cord. Twilight tried pulling on it from the side where Celestia was being held captive, but it wouldn't budge. Everypony joined in, and helped Twilight pull out the plug. It started to come out kinda slow, but it came out in a few minutes. The glass tube Celestia was in broke, and Celestia climbed out with the help of Blitz Minder and Bass Rush.

"Thank you so much, my little ponies. I am in your debt." Celestia told everypony, bowing to them.

"That's nice and all, but we have to save your Sister, too." FireBlaze stated.

The only thing wrong with this was; Trigore figured them out.

"Hum...? What's this?" Trigore asked, looking at everypony that was behind him, and smacked Phoenix, Cupid, and Zei away from him with his tail. "So you really thought you could fool me, did you? How very fool hardy! You rebels need to learn your place!"

Trigore raised one of his tentacles at everypony, and lunged it at them. Everypony ducked, and covered their heads while Phoenix struggled onto his hooves because of the tentacle on his back.

"YOU BETTER NOT HURT THEM, TRIGORE! YOUR FIGHT IS WITH ME, NOT THEM! JUST LEAVE'EM ALONE!" Phoenix shouted through his pain before being crushed by Trigore. "Gyah...! Stop... It...!"

"Silence, fool! Only I tell myself what I do, and I'm not going to hurt them... Yet. They are my least concern at the moment. You, on the other hoof, is a problem."

Trigore grabbed Luna's tube, and installed it to his chest. A powerful surge of pain shot though Luna, causing her to scream so loud that the glass broke in seconds.

"Oh no!"

"LUNA!"

"WAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! Now I am even more powerful then before! Her strength sure was something special, I'll give her that much. Now it's time for you to suffer for real, little Unicorn! Then your little squad of rebels will be next!" Trigore announced somberly, then lunged his claws at Phoenix Burst.

With the help of Cupid and Zei; Phoenix broke out of Trigore's tentacles, and went for Luna. Because of Luna's power; Trigore began to grow even bigger then before, and everything around everypony started to break apart.

"Phoenix Burst, help me!" Luna cried in fear, trying to use her magic to help herself at the same time, but it wasn't working.

"Hold on, Luna! I'm coming!" Phoenix replied, jumping over Trigore's tentacles, and dodging laser beams. "If I see a single scratch on her, I'll burn you to a crisp, then burn up your crisp's ten times over, Trigore! You hear me!?"

Trigore didn't reply to him. Just smacked Phoenix with his right wing, and smashed him with his tail. Phoenix quickly got up and ran towards Luna again. Trigore tried using his tentacles, and some magic to slow Phoenix Burst down, but alas, Trigore missed both attempts, and Phoenix jumped onto one of the tentacles. Trigore swung his tail at Phoenix, and fired more beams at him, but Phoenix escaped them all. Phoenix was in hoof's reach of Luna, reaching a hoof out to her when Trigore smacked him away with his left claw, and blocked Luna with his other claw.

Phoenix was about to hit the floor when Cupid and Zei caught him, and threw him at the talon that was blocking his way to Luna. Phoenix flawlessly dodged even more laser beams, and stomped on Trigore's talon, moving it away from Luna. Phoenix reached out to her, and she did the same, but nether of them could reach each other.

"I-I can't reach!" Luna said, trying to reach farther.

"Arg! I-I can't, either, but don't think for a... Second... That I'm going to leave you... Behind...! I would never, ever do that to... You! I'm... Going to get us out of this, I promise!" Phoenix replied, reaching farther out to Luna.

"Oh no you don't, little Unicorn! I'm not done with you!" Trigore said, grabbing Phoenix's hind legs. "You've been a very big itch to my plans long enough! Now you either stop what your doing, and join my kingdom as my right hoof stallion, or fall with the rest of your "Friends"! Decide now, because your answer will cost you something!"

"You... Already know... The answer to that, Trigore!" Phoenix answered as Cupid and Zei destroyed Trigore's claw, and Phoenix fell next to Luna. "Now guys! Get with the others while we try to get out of here!"

"Right!" The duo understood, leaping off of Trigore, and joined everypony else.

"Cupid, Zei, are we glad to see you!" Rarity said, sighing in relief.

"Yeah, but no time for that. Phoenix has freed Luna, and is coming to us now." Zei told the good news to everypony.

"My Sister is okay?! Thank heavens..." Celestia said, also sighing with relief.

"Phoenix Burst... You came for me...?" Luna asked, holding in her relief.

"... I sure did, Luna. I wasn't just going to strand you here, and flee. I would never do that to you. Your my friend, and friends stick together through thick and thin, no matter what." Phoenix replied with a nod. "Now we have to get out of here, quick. Hold on to me, Luna."

Luna climbed on Phoenix back, and dug her face in his neck. It tickled Phoenix a bit, but didn't bother him at all.

"Don't let go of me now, Luna, because I'm gonna go really fast."

"... I won't... Phoenix Burst."

Phoenix stood still, waiting for Trigore's tentacles to move out of the way so he could get him and Luna out. Once there was an opening for them to escape; Phoenix dashed for it, and made a leap of faith out of Trigore. Trigore tried crushing the duo with his talons, and tail, but missed every one of them. Trigore then went to firing more beams at Phoenix and Luna, resulting to also missing their target's, and destroying some of his tentacles.

"_What do you think your doing!? Get them!_" The demonic voice shouted angrily.

"Oh, you haven't said anything in a while! Where were you!?" Trigore asked, missing more attacks.

"_I was getting bored of this, and tried to take a nap, but I can't with this commotion! Just hurry up and destroy them, fool!_"

"I'm trying, O.K.?! Just hold on!"

Trigore looked back at the floor, and fired another beam at it. To Trigore's surprise; Phoenix Burst and Luna were nowhere in sight.

"What in Equestria!? Where did he go!? WHERE DID HE GOOOOO!?" Trigore shouted at the top of his lungs, making another earthquake in the throne room, and all over Canterlot.

On a ledge above Trigore; Everypony waited for Phoenix Burst and Luna to return to them, while watching Trigore go on an outrage. Phoenix finally returned with Luna after a long climb, and let her off of him once they joined the others.

"Luna!"

"Celestia!"

The Former Princess ran to each other, and pulled each other into a tight embrace, while everypony else happily watched. Sharp Iron awed to the two sisters, then stopped when Blitz smacked him across the head. Pinkie Pie pulled out a tissue, and blew in it.

"Oh Lulu. I was so worried about you. I thought you were going to die." Celestia admit, letting a few teas slip onto Luna's back.

"... One: Your tears feel weird on my back. Two: I missed you, too, and I thought I wasn't going to see you again." Luna replied, then looked to Phoenix. "Phoenix Burst, thank you so much. I am in your debt."

"Not yet, your not. Saving lives is just what I do, and like I said; Nopony gets left behind. And geez does Trisore have a set of lungs. I think he may have busted an eardrum." Phoenix replied, before looking at the angry Alicorn below. "But nopony should be thanked yet, not until Equestria is saved."

"That's right, but he's so powerful. How are we going to stop him?" Twilight asked, also looking down at Trigore.

"_WHERE IS HE!? WHERE IS THAT PESKY RUNT OF A PONY!?_" Trigore roared again, shaking the whole city again.

Everypony outside of the castle right now were escaping to Ponyville with the help of the Royal Guards, escorting them to safety. Everything around them were breaking apart, buildings crumbling above ponies heads, carts, and other things being thrown around.

All of Canterlot was falling apart.

"Everypony, to the main border, NOW! We must get everypony out of Canterlot, and into Ponyville!" The captain of the Royal Guards ordered.

"YES SIR!"

A few area's exploded around Canterlot, and broke a big part of the mountain it was held onto. Canterlot then started to lean to the side very slowly, and more explosions set off near everypony.

"Oh no! Soldiers, is everypony out of town yet!?" The captain asked.

"Yes sir! The town is clear, and everypony is headed to Ponyville now! My mane was nearly burned by some Fire, but I had it under control. Look. Even my mane loves me again. I love you, mane."

"... Splendid, sir! Now let's move out!"

"SIR!"

Back in the castle, Trigore began to glow in different colors, and his power also rising to new heights. Everything around everypony shook madly, and crumbled on Trigore's head.

"Agh! This is getting out of control!" Spike said, holding onto Applejack's leg.

"We get that already, Spike!" FireBlaze replied.

"We have to get out of here before we get crushed, now!" Rarity stated, holding Bass Rush.

"... Wait! I think I can take care of that, everypony! Phoenix Burst, can you break down this wall?" Sharp Iron asked, tapping a hoof on a wall.

Phoenix nodded, and proceeded to break down that wall. Then Iron used some Glyfh magic to create a really long slide that leads all the way to Ponyville.

"Heh, there ya go. We'll use this to escape." Iron said, smiling cheekily at the slide. "Phoenix Burst, you coming with us?"

"No. First, me, Cupid, and Zei, are going to settle things here with Trigore. You all get to Ponyville, and keep everypony safe while we're dealing with this." Phoenix answered, walking towards the ledge that lead to Trigore, along with Cupid and Zei. "He's caused so many ponies to feel so much pain and misery, and it has to stop now! We also have to stop him before he gets too powerful to defeat. From what I can sense; that won't be too long from now."

"Master..."

"But Phoenix Burst, you might not even stand a chance against him now. He's way too strong to handle on your own, and what if you get tired while your fighting him? You've done a lot of fighting, and you just came back from saving Luna-"

"I know all of that, Twilight. I know what I might be risking by doing this, but... That's why I came back. I came back to save Equestria, and bring everyponies happiness back. I knew that I would have a lot to deal with when I said "Yes" to the Cutie Mark Crusaders, but I didn't care, as long as I would be with my friends again. I came back... Because I Pinkie Pie promised I would, and I intended on keeping it to you. So we're going to go down there, and turn Trigore's world into ash's! By my tail!" Phoenix explained to everypony, lifting his tail onto his right hoof. "No matter how many times he knocks us down; we'll stand right back up and try again. No matter how many times he may make us feel discouraged; we'll stay strong, and show him otherwise. I'll show him the true meaning to fight for something you hold dear. Something that you hold so close to you, that it can't ever be taken away, no matter what anypony does to you. We'll do our very best to take him down once and for all!"

"That's right, Master!" Cupid added.

"... But... You... Argh! You always think you can do things alone, Phoenix! This isn't only about you here! Is it that you don't trust us enough-"

"Twilight, I trust all of you completely, but I just don't want to get you hurt again! I can't risk losing you!" Phoenix interrupted Twilight Sparkle, grabbing her shoulders. "Being gone for three months really put a lot on me, and I thought that for a long time, I was hurting you by being away... I thought I was hurting the ponies closest to me. What you told me earlier, Twilight... About wanting all of us being together till the very end... I felt so... I thought that if we... (Sigh) It's just so hard..."

"Phoenix Burst... I know already." Twilight replied, lifting Phoenix's chin up. "I know you were only thinking about our feelings, and wanting to keep us together. That's what your always thinking about, but sometimes, you need to think about what you're getting yourself into. We can defend ourselves, and when we need you, we'll call on you, but you have to be willing to do the same. We can help you out, Phoenix. Your not alone anymore, so don't make yourself think like it."

"... Okay, Twilight. For you, but right now, I've got to take care of Trigore. I'm not going to be alone because I've got my friends with me, even though we won't be together. We will be together, but not in the same place, and you'll always be right there where I need you all." Phoenix said before Cupid and Zei became smaller, and sat on his shoulders. "But for now, I'll only need my partners here to assist me in this fight. Don't think for a second that we're going to give up now, because that's for quitters, and I'm no quitter."

"Wait, Phoenix Burst." Sharp Iron cried, getting Phoenix attention again before throwing him an apple.

"Huh? What are you.."

"You've been through a lot of fighting, and if your about to head into another battle, you should at least eat a little something."

Phoenix looked at the apple once more, then took a bite out of it.

"Mmmm...! Juicy! Thank you, Sharp Iron."

"No prob. Now we have to go. Don't let us down, Phoenix." Iron replied, headed to the slide until StarShine stopped everypony.

"Wait!" She cried. "I want to give everypony something before we go."

StarShine tied a ribbon around everyponies legs, even the Princess', and giggled childishly.

"It's a sign of our friendship. It means that we will be together, no matter where we are, and no matter what happens to us. We will always have our bond as friends, bu this will seal that for us."

"Well I'll be. That's very nice of ya, Sugarcube." Applejack replied, looking at her ribbon.

"This is quite marvelous, indeed. I don't know where you got this kind of material, but it's quite nice." Rarity added.

"Cool!" Rainbow Dash also added.

"I love it!" Pinkie Pie also added.

"Yep, and remember; All for one, and One for all." StarShine started.

"Friends Forever, and Forevermore!" Everypony else finished.

"... Well, these are nice and all, but we still have a town to slide to." Blitz Minder said, pointing to the slide.

"Right!"

"Take care of yourselves now, everypony! Come on, Cupid and Zei! Let's roll!" Phoenix told everypony before hopping down from the ledge, with his partners behind him.

"You better take care of yourself, too, you three! And come back alive!" Twilight replied before getting on the slide.

"... And Sharp Iron?"

"Yeah?"

"I... After what you did to me three months ago... When you made Trigore send me away... I just wanted to say (Turns to face Iron) I forgive you."

Sharp Iron stared at Phoenix for a moment, then nodded. Iron went on down the slide after Twilight, and pushed everypony down the sloop, along with himself. On the outside of the castle, everypony could see how chaotic things were becoming around town, and see how far the path to Ponyville was.

Back with Phoenix Burst and Trigore, the enraged Alicorn had finally found Phoenix once he landed in front of him.

"Ah... The little hero has finally shown up."

"Trigore, this has got to stop right now! You're putting everyponies lives in danger, and you're destroying Canterlot!"

"... I'm aware of that... But I don't care. Their lives mean nothing to me now, because the time of reckoning is almost upon us. My ultimate plan... Is almost complete, but in order to begin the ceremony, YOU need to be out of the picture. I've offered to share the kingdom with you, offered you unlimited power, and even a game of checkers... But you still turn me down! I would have given you something extraordinary, something worth beholding, but you still decide to resist! Why do you not want to rule with me? Why turn me down, when you can have whatever you want." Trigore asked, glaring somberly at Phoenix.

"... Because I only want everypony else in Equestria to be happy again, and in order to get that; You need to be brought down! I don't care about power, or fame, or ruling anything! I care about what others feel, and want them to feel happy, and smiling. Not frowning, and crying, and being sad like you made them. In order to bring back everyponies smiles back; We're going to stop you right here and now, once and for all!" Phoenix answered, pointing a hoof at Trigore.

"And we will fight alongside master till the very end, Trigore!" Cupid and Zei added in unison.

"So that's how it's going to be then, is it!? Then you three shall be the first to feel the greatest power in all of Equestria! You three shall feel my almighty wrath! You three are about to get the greatest punishment you could ever witness! I offered you everything I could muster up in mind, but you turned them all down! This is what happens when you turn against your king!" Trigore told the trio, growing into a giant Alicorn, and destroyed the ceiling of the throne room.

Trigore was now bigger then all of Canterlot, and the strongest pony in Equestria. Everypony on the slide looked back, and saw the giant threat that Phoenix and his partners were about to fight.

"Oh my Celestia..." Fluttershy whispered.

"Uh, your mane is in my face, Celestia." Bass said, moving Celestia's mane a little. "Oh... Now I see... Godspeed to you, Phoenix Burst, Cupid, and Zei."

Back with the trio and giant Trigore; Trigore cackled at the trio, and created a huge thunder cloud above them.

"Join my army, or suffer!"

"You already know the answer to that, Trigore!"

"... Very well...!"

Trigore shot lightning down at the trio, and used his tail to try and smack them off the castle. Phoenix Burst, and his partners were having a hard time avoiding everything, and trying to reach Trigore head on. Cupid got trapped in a ring of thunder, and cried for help.

"Master, brother, help me!"

"Cupid!" Zei shouted, rushing towards his brother. "Phoenix Burst, get Exarionis!"

"Migi" Phoenix replied in Japanese, running to his sword. "Exarionis, we need to help out Cupid and Zei, now!"

Phoenix grabbed Exarionis, and jumped into the air before Trigore could smash him with his hooves, then jumped into the air, and threw Exarionis at Cupid. Trigore used his magic to stop Exarionis, then slammed it into the castle floor. Zei went after the sword and grabbed onto it's handle, but then Trigore picked him up and threw him at Phoenix Burst.

"Whoa! Ofh!"

"Hm... Little Unicorn. I think I've thought a a little "Present" for you. I hope you like it." Trigore said, using more of his magic to lift piece's of Canterlot at the trio.

"Nice present. Too bad we don't accept it!"

Phoenix and Zei barrel rolled towards Cupid and freed him from the ring of lightning, then Phoenix created a barrier for the three of them to shield from the magic lifted debris. Once all of the debris broke from the barrier; The trio got back onto there hooves, and charged at Trigore. Trigore launched lighting lance's at the trio, and swung his tail at them so they wouldn't escape. Cupid and Zei became their spirit forms, and sat on Phoenix's shoulders, while he swiftly, and flawlessly, dodged the lightning lance's, and jumped over the tail.

"Exarionis!" Phoenix called.

Exarionis lifted itself out of the floor, and hovered over to Phoenix. Before he could reach it, Trigore smacked him away with his claws.

"Hm. I'm impressed by your skill. Where did you find this enticing strength?" Trigore asked.

"I'm not about to tell you!" Phoenix answered, kicking a pillar at Trigore.

Trigore enchanted the pillar with his staff, and threw it back at Phoenix. Phoenix was able to dodge it, but failed to notice the tail that came right at him. Cupid and Zei went back to their pony forms, and blocked the tail. Trigore lifted them into the air, and slammed them into the floor. Phoenix was the first to try and stand but he was starting to get pretty tired.

"On your knees. I want you to beg for your forgiveness." Trigore told the trio.

"Arg! Your going to have to make me, because I will never beg to somepony like you!"

Phoenix finally got back up, and picked up Exarionis before charging at Trigore again. Cupid and Zei leaped to the air, and tried to kick Trigore from above, but he was able to block them, and throw them at Phoenix. Phoenix jumped over them just in time, and threw Exarionis at Trigore again. Trigore was about to try and block it, but it flew over him, and Phoenix caught her from behind Trigore. This surprised Trigore a bit, but he was able to dodge a bullet by using his magic to freeze Phoenix, then grab him and throw him at the duo. Trigore caught Phoenix before he could crash into his partners, and threw him into the air.

"How pathetic of you to think you actually stood a chance against me! Shall I give you despair?" Trigore asked before catching Phoenix, and slammed him into the floor again. "You really disappoint me, little Unicorn. And your also wasting my time. Change's for Equestria are to be made as we speak and fight, and you are only delaying me from it."

"_OUR time, fool! Remember our deal...!_"

"QUIET! I know that, now pipe down!"

"Arg! Argh...! THAT'S IT! No more playing around! Time to crank up the heat!" Phoenix grunted somberly, eyes turning Crimson Red as he slowly rose to his hooves, and his mane and tail setting on fire.

"Hm...?"

Phoenix once again picked up Exarionis, and charged at Trigore. His rage was off the hook, and he was going to do something a little different then what Trigore might be thinking.

"This maneuver again? Heh, spare me the pleasure of laughing, because it is all I can do at this point! Your just begging me to knock you back down, aren't you? Come here so I can grant your wish."

Phoenix nodded and leaped towards Trigore. Trigore began to use his magic, but Phoenix saw it coming, and transported onto Trigore's staff, then hopped in the air, and cut his head. Trigore winced in pain, then tried to smack Phoenix with his tail. Phoenix grabbed onto his tail and swung himself into the air, then his eyes flashed.

"Exarionis! (Closes his eyes) {_Everypony, I hope your helping me with this, because I need your help now!_} (Opens his eyes dramatically) Soul Drive!" Phoenix called out, defusing Exarionis' other weapons and had them surround Trigore. "Thanks for the present, Trigore! Now here's mine!"

Each weapon (Trightning (Long Spear), Aria (Sword), Tyzubicross (Great Sword), Vallion (Cannon), Valanar (Double Edge Axe), and Tanimuzuri (Metal Boots)) became a soul of each one of the Mane Six, and Phoenix Burst went to Aria (Rainbow Dash) first. Phoenix's aura became a Cyan and Emerald color as he grabbed the sword, then zoomed at Trigore, blazing like a comet.

"This is for Rainbow Dash!" Phoenix shouted as he sliced Trigore's hooves, and tail while dodging his tentacles and energy beams.

Phoenix then threw Aria at Exarionis, fusing them back together, then transported to Vallion (Pinkie Pie), turning his aura into a Magneta Pink and Emerald, and shot Silver Water Melons at Trigore. Trigore looked up, but noticed the Water melons too late as they hit his face.

"That was for Pinkie Pie!"

"... Your kidding. Your kidding, right?" Trigore asked while wiping his face off with a towel (Don't ask where he got it).

Little to his knowledge was that Phoenix was already charging at him with Tanimuzuri (Fluttershy), his aura now Pale Yellow and Emerald.

"This is for Fluttershy!"

The demonic voice thing launched a Dark Energy Blast at Phoenix, but he pushed himself off using the Gauntlets, and smashed his hooves on Trigore's forehead. Then Phoenix threw the Metal Boots at Exarionis, and transported to Valanar (Rarity), taking it into his hooves, and changing his aura to a Silk White and Emerald.

"This one is for Rarity!"

Phoenix split the Axe apart, and threw them at Trigore's tail like boomerangs. Trigore swung his tail around so the Axe's wouldn't cut it off, but suddenly, Phoenix Burst grabbed onto his tail, and kept it still with magic.

"No! Get off of my tail!"

Phoenix didn't reply as the Axe's cut Trigore's tail off, then fused with Exarionis. The cut tail didn't hurt Trigore at all, but it did make him feel... Strange. Phoenix let go of Trigore, and transported to Tyzubicross (Applejack) changing his aura to a Bright Amber and Emerald as he grabbed the great sword with his hooves.

"Here's for Applejack!"

Phoenix shot down to the castle floor, landing safely on his hooves, then slammed Tyzubicross on the floor, creating a massive shockwave at Trigore's chest. It didn't do much damage, but it did hurt a little.

"Oh! You little worm...!" Trigore grunted angrily, wrapping his hooves around his chest.

Phoenix just threw Tyzubicross at Exarionis, and flew to the last weapon.

Trightning (Twilight Sparkle).

"_Everypony, if you can hear me... Thank you. Your strength's are really helping me out._" Phoenix said in his mind before reaching Temptatious.

"_Your welcome, Phoenix Burst. That's what friends are for._" Twilight replied, Channeling her mind to read Phoenix's with her magic.

The team was almost to Ponyville, and Canterlot was looking worse by the minute. Towns ponies could be seen all around town, so it wasn't deserted because of the earthquakes. The town still seemed lifeless, which worried Rarity, Fluttershy, Pinkie Pie, Bass Rush, Blitz Minder, The CMC, and the former Princess's.

"Whoa, just look at everything..." Bass said in slight awe, but not in the good way.

"This is worse then we thought, everypony. Ponyville doesn't seem to be that different from Canterlot, but at least it's not being destroyed." Rainbow Dash stated, receiving glares from everypony. "... Just speaking my mind. And besides, Phoenix Burst, and his partners is still up there."

"I know..." Twilight shook her head as she said that.

"Don't worry, Twilight. Phoenix Burst has been in worse situations before, and lived to tell the tale. He, Cupid, and Zei, are going to make it out of there." Sharp Iron told her, rubbing her back smoothly.

"Hm... I hope your right, Sharp Iron. And stop rubbing my back."

"Nyeh?"

"Sharp Iron, stop rubbing my back. It's annoying."

"... Nyeh?"

"Iron, stop it!"

"Nyeh?"

"Agh! This is going to be a long day..."

Back with the fighting ponies; Phoenix reached Trightning, and multiplied them into ten Spears, circling him in a ring. Phoenix made some movements with his hooves like a snake, moving the Spears the same way and confusing Trigore before launching them at him. Trigore put up a shield in front of him, blocking all of the Spears. Little did he know that Phoenix was expecting this, and transported behind him, then slashed his back.

"This is for Twilight Sparkle!" Phoenix Burst yelled before throwing Trightning at Exarionis, fusing the last weapon together and completing it. "Now for the finale!"

"The finale?"

"Get him, master!" Cupid and Zei said, cheering their master on.

The spirits of all of Phoenix's friends flew towards Exarionis with him, and made a ring of Rainbow energy. Phoenix grabbed Exarionis with his teeth this time, and launched down at Trigore's chest, pointing Exarionis at it. Trigore shot a few beams at him, but none of them did anything to stop Phoenix, nor slow him down.

"Sorry, but your finished!" Phoenix yelled before impaling Trigore with Exarionis.

"ARGH...! NNNNOOOO!" Trigore screamed in pain.

Another explosion went off as light from Trigore's chest blinded the trio, pushing Cupid and Zei into a wall. Phoenix Burst hopped out of the smoke, and dusted himself off.

"Heh, and that's how it's done." Phoenix said, using his old winning catchphase. "Come on, you two. We have to get out of here now."

Cupid nodded and ran to his master, while Zei shook his head from bumping into the wall, and got up too. To Zei's horror when the smoke cleared, Trigore was looking down at the trio, crossing his hooves like Shadow the Hedgehog.

"Uh, master! Look behind you!" Zei cried, pointing at Trigore.

Phoenix turned around and gasped at the sight of Trigore still being alive after all of those attacks.

"W-W-W-What!? But how!?" Phoenix and Cupid asked in pure shock.

"... Those attacks actually hurt, but it will take more then that to destroy me, fools! I think I've underestimated you, Red Unicorn, but you have a long way to go before you can ever call yourself the winner!" Trigore told the trio before using his magic to lift all three of them into the air, and started smacking them and pulling them back like ping pong balls. "Your actually making me use a lot of my power, little Unicorn! I didn't think it would take this much to crush a bug as small as you!"

Trigore repeated this 15 times before smacking them higher into the air, them slammed them to the castle floor again with his hooves, adding extra power, and pain to their fall. Trigore then smacked Cupid and Zei away from Phoenix, and used his magic to start throwing Phoenix like a rag doll. Then threw him in the air again, and used his staff to hit Phoenix like a baseball. Trigore used his magic again to bring Phoenix back to him, and slam him onto the floor again.

"I hope your liking this, little Unicorn! Because i sure am!"

Cupid and Zei struggled to stand, but that wasn't easy after being played with like a ping pong ball, and survived.

"Argh...! I don't... Think I can go... On...!" Cupid struggled to say, crawlling to Phoenix Burst.

"No Cupid... We have to help Master... Before he's killed! He came back to... Equestria to save everypony from Trigore, so we -Argh- have to help him out... In order for him to do that!" Zei replied, helping his brother up. "Now get up, because we're going to defeat Trigore together. You, me, and master. Phoenix Burst is our Master, and he's been protecting us all this time, so we have to protect him too."

"Oh... How noble. What are you, his bodyguards? Whatever. It doesn't matter anyway, because your about to die along with him!" Trigore said, throwing a large energy beam at the brothers.

Out of nowhere, Phoenix Burst intercepted the beam using his own body as a shield, taking a nasty blow to the back, and saved his partners lives.

"Master!" Cupid cried, pushing Zei off of him and stummbled towards Phoenix. "Master... Master, don't die on us! Master!"

Zei came to them, and put a hoof on Phoenix's back, feeling his pulse. Before Zei could put his hoof on Phoenix, he woke up, groaning from the intense pain, and rolled onto his backside.

"Gyah...! My... Back... Hurts so much...!"

"Master, your O.K.!"

"Thank goodness!"

"Yeah... Just barely. Trigore... Really is something else. I think we've fought somepony with power like this before, but the way he's using it... It's something entirely different from what we've faced before." Phoenix exlained, still groaning in pain a bit.

"Really? Do you think there's a way to defeat him?" Cupid asked.

"... I think so... But we need to put our power together to do this, like last time." Phoenix answered, getting back onto his hooves.

"Master..."

"I can stand, Cupid. This pain... Is nothing." Phoenix said, pushing his partners hooves back, and shaking his aching head. "Cupid, Zei, when I say "Go", we're going to activate our signature move. Now let's roll, guys! All of Equestria is counting on us!"

"Got it, Master!"

"You know, I'm still waiting here! Come on so I can crush you to a pulp!" Trigore barked at the trio, readying his magic to attack them.

Phoenix nodded to Cupid, and signaled him to get to the center of the throne room. Then he and Zei got on their battle positions, and Zei jumped into the air.

"NOW, CUPID AND ZEI!"

"Right! Here we go!" Cupid and Zei shouted in unison.

"**_Cupid Lightning_**!" Cupid cried, creating a thundercloud above him.

"**_Zei Tornado_**!" Zei cried next, generating a tornado.

"Let's Roll! **_Super Speed_**!" Phoenix cried last, running around the room like a speeding train.

Trigore stared in slight awe of this huge lightning hurricane the three created, and flouted back a little. Phoenix kept the tornado in place by circling it with his Super Speed, while Zei made it stronger with his wind control. Cupid used his lightning to create a sort of Lightning/Air barrier, and had to keep the lightning under control so it wouldn't spread across Equestria.

"Cupid, Zei, NOW! Let's Roll!" Phoenix announced, jumping into the tornado.

Cupid and Zei went in too, and the three connected hooves in a ring shape formation.

**_EYE OF THE STORM!_**

An giant eyeball generated from the trio, and three multi colored thunder balls shot into the eye. Then the trio were shot out of the tornado, and became Red, Blue, and Green orbs of lightning. The lightning balls spiraled above Trigore's head fr a minute before the Blue one smacked his face. The Green one hit his chest, and the Red dove down to his staff. Each ball of lightning was one of the trio members. Cupid being the Blue, Zei was Green, and Phoenix is the Red.

"(Silver's voice) It's no use! Your done for, Trigore!" Phoenix shouted at Trigore before hitting the staff.

"ARGH! NO! This can't be!" Trigore yelled as he began to explode.

The trio got off of Trigore, and ran to a safe spot so they weren't caught in the explosion. They covered their eyes from the blinding light, and groaned a bit. After that explosion, the trio uncovered their eyes, and saw how demolished Canterlot was now, thanks to them.

"Whoa... This wasn't supposed to happen." Cupid said, wiping his sweating head.

"I don't think we should stay here any longer, guys! We have to go before Canterlot is destroyed for good, and we'll be a part of it!" Zei told the others, looking down at everything else.

Phoenix looked around for Trigore, but didn't see him anywhere in sight. Was he really gone? He couldn't just stay here if he was still here.

"... What about Trigore, guys? We can't just leave him here." Phoenix said, using his magic to look under fallen debris, only finding a burnt doll that used to belong to Aquario. "... Aquario's doll...? Why is this here...?"

The only explanation Phoenix could think of was that Aquario was here. Aquario wasn't seen anywhere while Phoenix was exploring it, so why was it there?

"Master, Trigore might already be gone thanks to us. It's no use looking for him right now. Our safety is our number one priority in the meantime." Zei replied.

"Yeah, but how do we even get out of here? Judging by how everything is; Their might not be an exit for us!" Cupid added, looked down at everything too.

Phoenix sighed in defeat and stopped looking for Trigore. Then walked over to his partners, and looked down too. An idea popped into Phoenix's head, and he went over to a broken plank, and broke it off the piece of the wall it was on. Then laid it down on the floor in front of the Glyfhs.

"We're going to use this."

"But master, that doesn't even look safe."

"Well, being here isn't safe, and we have nothing else to use. It's either this, or nothing, guys. Now come on and get on this plank with me."

Cupid and Zei hesitated for a second, thinking about how sturdy that plank really was, when everything began to shake again. Phoenix groaned in annoyance, and tapped the floor repeatedly, while his partners goofily rushed to his side, and got on the plank. Cupid and Zei nodded to Phoenix, and he pushed the plank down like a skateboard, starting their escape out of Canterlot.

"Let's get this show on the road!" Phoenix cried.

First; the trio grinded on a pipe, leading down a tower. Phoenix decided to use this as a chance to do some really dumb skate tricks, while Cupid cried in terror in Zei's shoulder. Zei just used a hoof to push Cupid off him, and made Phoenix Burst sit down by pulling his tail.

"Hey! I was just having a bit of fun!"

"Stop complaining and focus, master! You're going to get us killed if you keep playing around!"

Phoenix huffed like a child, and pouted. The end of the pipe they were grinding on was very close, and there seemed to be no place's to jump off of. Phoenix spotted another pipe, and forced the plank they were on to lift off their current pipe, and onto the other one. More explosions set off all around the trio, sending more piece's at them. The trio ducked, and Phoenix kept control of he plank, hopping from pipe to pipe. A little way's below, a tunnel sat, all untouched by debris and open for the trio to escape in. Cupid tugged on Phoenix's tail, and pointed down at the tunnel.

"Hum? (Gasp) Good job, Cupid! We'll try to jump through there to make our escape!" Phoenix announced to the two Brothers, positioning the plank carefully to jump onto the tunnel.

"No, Master! We'll never make it through there on this plank! This plank is too small to fit!" Zei clarified, showing the other two how small the tunnel and plank were with his hooves.

Phoenix looked down at the plank, comparing size's, and nodded to Zei's explanation, understanding what he meant. Phoenix then positioned the plank to try alining with the tunnel, and raised a hoof, counting down from three to one. Once they were perfectly alined; the trio quickly hopped off the plank, and safely into the tunnel. The plank fell into a weird, rusty, grinding machine, and in just a few moments became millions of piece's that flew into another weird machine. This machine was filled with toxic acid, and intense burning fire fueling it. Because of the piece's of wood flying into the machine; it became overloaded, and exploded, letting loose a large stream of acid towards the trio.

The trio were still sliding down the tunnel, going through loops, and random rocks and stone. The tunnel seemed endless and it just kept on going down. Soon, Phoenix Burst put all of his hooves on the sides of the tunnel, and Cupid and Zei slid on him. They were heavy, but Phoenix was still able to break the right side of the tunnel with his hoof, then jump out with his partners following. Phoenix failed to notice the dangerous machinery under them, and quickly held onto a metal poll, catching Cupid with his tail while Zei flouted in midair.

"Ah! My... Tail...! Cupid, swing off my tail!" Phoenix said, holding his breath from the pain in his tail.

"Whaaat? I can't hear you, master!"

"Agh...! I said... Swing off my tail!"

"Master, I can't hear you if your holding your breath like that! You have'ta speak louder!"

"... I said...-"

"Cupid, he said to swing over there (Points to his left), using his tail. You might be able to make that jump if you time it just right." Zei answered for the struggling Red Unicorn before flouting towards the safe spot himself.

Cupid nodded to his brother, and swung back and forth, hurting Phoenix even more. Phoenix's hooves were beginning to slip from the poll, getting him closer to being turned into Swiss Cheese. To Phoenix's surprise, Cupid grabbed his hind legs, and swung even faster. Once Phoenix's fore legs gave out on the poll, Cupid launched himself, and Phoenix onto a ledge near Zei.

"Brother, master, you made it out!" Zei said before looking down at everything below.

With all of the destruction and everything falling around the trio, it seemed impossible to escape the destroying city. Since there were so many falling debris everywhere, the trio could use a path made by everything to their next destination.

Phoenix Burst nodded to his partners like he knew what they were thinking, and jumped onto a broken door. Then onto another broken door, while Zei flouted across towards two broken pillars, and Cupid joined Phoenix in jumping on things to reach him. Zei waited for his master and brother on a fallen wall, and watched them jump from debris to debris. Once they made it to Zei; Phoenix landing next to him while Cupid landed on a button, another explosion was made under them, almost blasting them into a pit, until Phoenix grabbed onto a near broken balcony, and caught Cupid's hoof. Zei fell onto another rooftop, and was knocked unconscious and sliding down towards some more dangerous machines above what seemed like a bottomless pit slowly.

"Brother!" Cupid cried, letting go of Phoenix's hoof, and fell onto the rooftop too.

"Argh! Cupid, don't- Too late...! Here I come, guys! Just hold on!" Phoenix told his partners, letting go of the balcony to save the brothers.

Phoenix landed on a pipe, and used it to launch himself farther onto the rooftop then Zei was, endangering himself for his friends. Phoenix used his horn to stick onto the roof near the edge of it, and waited for Zei and Cupid to fall o he could catch them.

"Cupid, how close is Zei!?" Phoenix asked.

"... He's about to fall, master! Don't let him fall, because from what I saw, it looks like a long and deadly fall into those machines!" Cupid answered, reaching a hoof out for his brother. "Big Bro, it's me! Cupid! Wake up! I'm not leaving you here like this, Brother!"

Zei began to open his eyes, and look up at his younger brother. Then nervously reacted by smashing a hoof into the roof, and cringe back abit.

"W-What happened?" Zei asked before noticing Cupid falling further down towards the pit. "Cupid? Cupid!"

"Brother, your up! Help me out here!" Cupid replied, reaching his hoof out to Zei again.

"Uh, Cupid? Zei? I'm still down here." Phoenix said in annoyance, still waiting for either of his partners to fall so he can catch them.

Cupid was the first to nearly fall, surprising Phoenix, but still caught him with his other hoof. Zei stuck his hoof into the roof, and looked all around him for Phoenix Burst or his brother. Once Zei didn't see either of them; he let go of the roof, and looked up at the large stream of acid that was coming their way. Zei was about to take a step back when he also fell down from the roof, being caught by Cupid thankfully.

"What the? Oh. Thanks, brother."

"You got it, Zei. Now how do we get down from here?" Cupid asked Phoenix.

"Wait. I must warn you both that a large stream of acid liquid is coming our way as we speak. We need to find a way down from here, now." Zei informed the others.

"Well can't you fly us down, Zei? You are the Pegasus here." Phoenix asked this time.

Zei nervously and painfully lifted an injured left wing, and cringed in pain before resting it again.

"I uh... Injured it when I fell down from that balcony you and brother jumped onto. A few wooden boards hit my wing from that explosion _Cupid_ caused." Zei answered, looking at his sheepishly smiling brother.

"Heh heh. Sorry."

"Well if that's the case, then I'll make us something to stand on, then we can think of an escape route." Phoenix said, conjuring up chalk with his magic, and began to draw a Glyfh circle on his right side with his left hoof.

Once he was finished with the circle, he mindlessly dropped the chalk into the pit, and smashed his left hoof on the Glyfh circle, creating a solid, short platform. Zei let go of Cupid's hoof, landing on the platform, followed by Cupid, then Phoenix Burst. The trio looked up and saw the acid coming down pretty fast, and below them was no place to escape through.

They were completely trapped on that platform.

"Oh you have got to be kidding me! Now what do we do!?" Cupid asked, looking around frantically for an escape route.

Phoenix and Zei joined Cupid in looking for a exit, seeing nothing they could use. Behind them, Phoenix spotted another pipe they could all fit into, but it was pretty far down from them to reach without worrying about falling into the pit of machines.

"Hm... We'll take that pipe there (Points at the open pipe). It's pretty far down, but we might be able to make it in there if we jump together." Phoenix stated, preparing to jump down.

"No, Master! That's too dangerous! We'll never make that jump from here!" Zei replied, stopping Phoenix by placing a hoof on his head.

"Well, we don't have any other choice, now do we!? It's either that, or wait for that toxic mess to reach us, and I'm not going to let us be killed like that! Everypony in Equestria is counting on us to make things back to the way it was before, and standing here won't do any of that!"

Cupid and Zei knew where he was getting at, but his idea still seemed bad to them, and also dangerous. They've been with him for a very long time now, and they've survived situations like this before. If Phoenix Burst knew what he was doing, all they could do is trust him.

Cupid and Zei nodded in agreement to Phoenix Burst, and prepared to jump with him. They would have to jump at the right time like before if they were going to fit in that pipe, and escape Canterlot. The trio counted down from three to one, and jumped one by one, into the pipe. Thankfully, all three made it inside flawlessly. The toxic acid poured down into the pit, filling the machines with too much liquid, making them exploded too. Some acid also poured into the pipe, now in pursuit of the trio.

The trio slid down this pipe for about three minutes now, hoping for the end of it, and also hoping that there wasn't any machines they might fall into on the way out. Zei felt the weight of not only his master and brother, but also the liquid that had just poured into the pipe, and panicked a bit.

"Uh, guys? That acid is also in here now. I can feel it's vibrations with my hooves, and it's not that far from us." Zei told the other two, frightening Cupid a little.

"Oh come on...! When will it end...?!" Phoenix groaned in frustration, placing a hoof on his face.

Phoenix then saw the end of the pipe, and sighed in relief. To his dismay though; machines were waiting for the trio to come out, and Phoenix quickly planted his hooves on the sides of the pipe so he wouldn't fall any further. Cupid and Zei landed on his back, putting extra weight on him, and all three of them fell onto a moving platform that lead to a burning furnace at the end of the platform.

"Oh, come on...!"

"Now what, guys?! We're going to die if we sit here like this!" Cupid cried in terror.

A light kept flashing on Zei every three seconds, getting him to look up at a window they could break through. Only problem was that the obstacle's in the way were sharp blades and large saws and gears. Zei knew this was going to be more dangerous then Phoenix's idea, but it had to be done.

"Guys, I know a way out of here! It's pretty risky, but you'll have to trust me on this!"

"Sure, Zei. What do ya have in mind?" Phoenix asked.

"... You guys see that window up there (Points at the heavily guarded window)? If we can get past all those obstacles alive, then we might be able to break out through there." Zei explained, but in a way, unsure of himself.

"... Brother? Have you lost your mind!? That's way too dangerous! It's more dangerous then Master's idea!"

"Hey!"

"I... I know that, little brother. I thought the same thing, but come on, we're Team Cu-Zei. We've survived situations like this hundreds of times before. We've fought everything that was thrown at us, and lived to tell the tale. This will be just like those times, Cupid, so get up the courage and continue the journey, like master always tells us." Zei reminded Cupid, patting his back in assurance.

"... Well..." Cupid trailed off, looking at Phoenix Burst with an unsure look.

"Come on, Cupid. You know he's right. We're going to survive this together."

Cupid looked down at the moving platform, and sighed in defeat. Then looked up at the window, and nodded.

"Alright then. What are we waiting for? Let's roll!" Cupid said eagerly, preparing to jump towards the window.

Phoenix Burst and Zei nodded to Cupid, and prepared to jump with him. The liquid began to pour out of the pipe, and the trio were getting closer to the furnace then they should be. Again, they counted down from three to one, and jumped onto one of the gears, then onto another, then onto another moving platform. The last obstacle that was in the way was the swinging blades, Chainsaws, and heaters. All of that didn't look easy to jump through. Cupid and Zei once again prepared to jump through the blades, while Phoenix just jumped anyway, destroying the blades with his head.

"Uh..."

"O.K... I wasn't expecting that, but it's acceptable..." Zei said before both he and Cupid jumped through the broken window.

Thankfully, the trio was finally outside, but they still had a long way to go until they were out of Canterlot, and their troubles were not over yet. Because of all of the toxic acid that was filling all of the machines inside of the castle, everything else inside the castle blew up, spreading all of the liquid from there across Canterlot.

"Oh Celestia...!"

"Guys, you better be ready to run, because it looks like we'll be doing a lot of it from here on out!" Phoenix said before taking off.

Zei and Cupid ran of with him while the acid from the explosion spread down like lava from a volcano. The trio ran through the town, passing shops and houses that were destroyed by all of the debris and explosions. Even Aquario's house was heavily damaged by debris, angering and worrying Phoenix Burst a lot. He was really truly worried about his little boy, but his safety would have to wait until the trio made it out of Canterlot alive. The trio passed street after street, but still there was no ways of getting out of Canterlot. All exits were currently shut down by the Royal Guards.

The trio rushed towards the south of town, looking back at the incoming poison at times, and running out of breath. The toxic acid was coming down faster then the trio had hoped, and they were about to be melted by poison.

"Oh no!"

"There's got to be a way out of here!"

Phoenix looked at his two scared partners and angrily groaned. He also felt as if this was the end of them, but when he looked down at the ground, there was a sewer they could use to escape in front of him.

"(Gasp) Guys! I think I have the solution right here!" Phoenix said, pulling the lid off for them.

"... Master, your a genius!" Zei said calmly, but also cheerfully.

"Well I think he's an egghead, like Twilight Sparkle." Cupid added, getting a glare from Phoenix.

"You know I'm still holding this, right?" Phoenix asked, threateningly holding the lit to the sewer. " And she is not an egghead!"

"You called her one earlier!"

"I wasn't thinking at the time, and she called me names, too!"

"You guys...! Focus on the situation right now!" Zei replied.

Phoenix Burst hopped into the sewer first, then his partners. Just when they thought things couldn't get any worse; the toxic waste was also coming from the sewer a little ways behind them.

"Argh! Not again!"

"Ah... I'm too tired to run anymore, master..." Cupid said tiredly, sitting on the dirty sewer floor.

"Argh... Me too...! And my wing is still resting, so I can't fly." Zei added, also sitting on the floor.

Phoenix was also tired, but he just didn't want to admit it. With his partners tired, there was only one thing to do.

Carry them.

"Agh... Cupid, Zei, hold onto my hooves. I'm going to fly us out of here." Phoenix said, sticking out his hooves.

"But, Master, aren't you also tired?" Cupid asked.

"Yes, I am, Cupid, but getting us out of here is more important. If you two are tired, then I'll carry you out, because neither of you are being left behind."

With that being said, Cupid and Zei nodded in agreement and held onto his hooves. The toxic acid was coming at them really fast, so Phoenix instantly ran a few steps, then jumped in the air, using his flight ability to escape the incoming poison waste. The trio traveled through path after path, running into multiple paths at times, but not finding an exit anywhere.

"Darn it! This isn't getting us anywhere!" Phoenix shouted, turning to another path down the left. "Where is the exit to this sewer!?"

"I don't have a clue, but that toxic waste s gaining on us!" Cupid replied, looking back at the toxic with fright.

Right. Left. Left again. Another left. Then right. Another right, but still nothing. It's like an endless loop of paths in this sewer.

"Arg! It just doesn't end, does it!?" Cupid cried.

"Shoot! There had better be an exit somewhere before I destroy something!" Phoenix added.

On the right side of their 20th path, a light shone at the end of the tunnel, meaning an exit was coming their way.

"Finally!"

Phoenix's hooves were starting to get tired, so he threw Cupid and Zei towards the light while continuing to fly ahead. The toxic waste wasn't as close as it was 10 paths ago, but it was catching up to the trio again. Cupid and Zei began to run on the floor since they weren't that tired anymore, while Phoenix Burst had just landed, but his hooves were more tired then his partners were.

"Argh...! All... Most... There...!"

The trio finally reached the end of the tunnel, and jumped out of the sewer. Finally they were outside of Canterlot, and at the bottom of the mountain where it stood. The toxic acid shot out of the sewer like water shooting out of a hose at the trio, but they managed to move out of the way before it could touch them.

"Whoa..."

"Huff... Huff... We're... Finally out of there..." Zei said, trying to catch his breath.

"Yeah... That took alot out of us... But we made it..." Phoenix replied, also catching his breath. "(Looks up at Canterlot)... Gosh... I really wished there was a way to save Canterlot, too... But I guess something had to take a fall in order to save everypony."

"Well, I wouldn't say that... But it is true... There should have been a way to save Canterlot, too." Zei said, patting Phoenix's back softly.

"Well at least it couldn't get any wors-" Cupid was about to finish when the rest of Canterlot exploded, along with the mountain. "Whoa! I stand corrected!"

Not only was even more toxic liquid dropping down from the sky, but also all of Canterlot itself, or at least what remained of it, was falling from the sky.

"Oh come on...!" Phoenix shouted before standing back up. "We've got to go, now! No time to rest!"

The others got up and ran too, avoiding all of the buildings and waste that was falling towards them. Shops, houses, burning dead plants, carts, a fountain, and liquid fell in random place's, blocking the trio's way at times. Phoenix Burst would usually have to destroy the obstacles using his horn, but even that was using lots of his energy and making him more tired then he wanted to be.

Some toxic waste landed between Phoenix and Cupid, splitting Cupid from the other two.

"No! Cupid!" Phoenix cried, seeing that Cupid was about to be crushed by a destroyed house.

Phoenix Burst rushed to Cupid, and tackled him out of harms way. Zei seemed to be the next target to be killed, and Phoenix got up and rushed over to him instantly.

"Zei, watch out!"

Zei looked at Phoenix, then at the falling carriage, and started running even faster. His speed wasn't going to be enough to save him, and that carriage was almost to him. Phoenix however managed to get him out of the way by calling Exarionis, then sliced the carriage in half, saving Zei's life again.

"... Master... You saved me again..." Zei said, smiling weakly at Phoenix Burst.

"... Yeah... I can't afford to lose you, or your brother." Phoenix replied before seeing a really big shadow over them. "... Oh dear Celestia! Duck!"

Even more buildings and toxic waste crashed onto the ground near the trio, making this a dangerous area for them to be in. After about four minutes of ducking their heads when everything was safe again and nothing was crashing down on them anymore, the trio slowly rose off the ground, and looked around them. Only about the area's that they were in was the target, but none of he buildings or acid ever touched them.

It was like somepony was controlling all of Canterlot itself.

"... Oh my..."

"'Kay. That was not supposed to be part of our list of danger, master!" Cupid cried in anger, running over to his brother and Phoenix Burst.

"Hey, wait! This isn't my fault!"

"I know! But if you say that this was awesome or something, your never going to hear the end of what I'm going to do to you!"

"Awesome!? How in bloody hay does that come up in your noggin!? And I should smack you for tempting fate!"

"Well, we can't just stand here and argue right now. We need to head back to Ponyville, and regroup with everypony quickly. They might be worried sick about us, and we're keeping them waiting even longer then they should be." Zei stated as he began to walk towards Ponyville.

"Huh? Hey! Wait for us!" Cupid and Phoenix Burst yelled in unison, joining Zei in walking back to Ponyville.

Meanwhile, back with the Mane Six and the other rebel's; everypony in Ponyville watched the destruction of Canterlot in awe and sorrow. Just about everything there was blown to bits, even the bits, but at least everypony that was in Canterlot before it exploded came out safely thanks to the Royal Guards. Quiet chattering and murmurs could be heard all around the place, but they were the least of the rebels worry's. Celestia and Luna's old castle was now gone, and Phoenix Burst was still in there when it blew up.

Or at least that's what they all thought.

"... This is... This is too much... to take..." Luna managed to say, staring sorrowfully at what remained of the mountain that held Canterlot. "... It's all... Gone."

"I know, Lulu... I know..." Celestia whispered in reply, walking up to Luna's side.

"I really hope Phoenix Burst, Cupid, and Zei made it out of there alive." Terria said, rubbing against Rarity's mane.

"I hope so, too, Terria."

"... Well I hope this is actually the end of Trigore. He was in there along with Phoenix when it blew up." Fire said, looking at everypony around them. "And all of these ponies have lost their homes because of all that destruction. They'll have to stay here for the meantime."

The Cutie Mark Crusaders observed everypony that was around them, and began to feel bad that their homes were destroyed. So many memories, money, jobs, everything they have worked for was blown to bits by either Trigore (Purpose), or Phoenix Burst (Accident). Rainbow Dash flew into the air, and looked all around Ponyville, seeing the now destroyed Sweet Apple Acres, Sugarcube Corner, and even Golden Oaks Library from the distance. Everything seemed to be shattered apart, and looked unfixable. Rainbow Dash then headed to Cloudsdale, and FireBlaze took off with her.

"Wait, guys! Where are y'all goin'?" Applejack asked.

"I think Rainbow Dash is headed to Cloudsdale, and I'm going to stay next to her, just in case something bad happens. We'll report back as soon as we can!" Fire answered before flying off to catch up with Rainbow.

In Cloudsdale, everything also seemed to be destroyed in more ways then one, and neither Pegasi were happy to see this. Most of the clouds were missing, and some buildings were hanging near the edge of town, almost ready to collapse on Equestria at any given minute. Most of the buildings were wrecked, and some clouds stacked up on each other in a very awkward way.

Rainbow Dash and FireBlaze were horrified at what they were seeing. Rainbow lowered down onto a cloud, and nearly fall off Cloudsdale itself.

"Whoa!" Rainbow exclaimed, taking to the air again in surprise. "... So is this what Trigore's really been after? To destroy everything in sight, just for ultimate power? Or is there something else going on here? He's never mentioned destroying Cloudsdale, ever. Why would he do this to us? What have we done to him!? WHAT DID HE WANT!?"

"I don't know, Rainbow Dash, but what I do know is that we should get back to Ponyville, and report what we've seen." Fire replied, ready to head back to everypony else. "... And I just hope Phoenix Burst made it back alive, because if not, I'd scold him in death for breaking his promise, then scold him some more, just for the fun of it."

Rainbow Dash, however, didn't move an inch, but chuckled a bit at Fire's comment. She continued to stare off at the ruined Cloud City, and FireBlaze shook his head before taking off. How long was Cloudsdale like this? Why would Trigore destroy such a harmless, peaceful City like this? It was unbearable for Rainbow Dash to witness that she flew up to a house, and smacked her head on it three times. It hurt a lot, but she ignored the pain as she heard another's voice coming near her.

It wasn't FireBlaze's voice she heard. It was Fluttershy's.

"... Um, Rainbow Dash? Are you okay? I just came up here by Celestia's asking, and to see everything like this... Trigore caused a whole lot of destruction to Equestria, huh?" Fluttershy asked, touching a swing, then backed away from it breaking off.

"... Yeah, I guess so, 'Shy." Rainbow answered, pushing herself off the house, and turned to face Fluttershy. "Hey. Is Phoenix Burst back in Ponyville yet?"

"... Not that I know of." Flutters' answered, looking down at Ponyville. "... Rainbow Dash... You don't think he's..."

"No." Rainbow said, already knowing what Fluttershy was going to say. "He's not dead yet. Knowing him, he's just lying around somewhere, resting his wounds. He's a really strong, sturdy pony to just die like that, but what's getting me thinking is if Trigore is still around. He's also really strong, and with the Princess' power stored in him, he might just be unstoppable. Well, IF he's still hangin' around."

Fluttershy looked back up at Rainbow Dash and whimpered.

"Rainbow Dash, don't say that! After all that's happened, you think he might still be hanging about!? You make it sound as if he can't be beaten by anypony! All of Canterlot was just blown to bits just a minute ago, and you think Trigore would have survived tha-"

"Fluttershy, I never said that he couldn't be beaten! And I never said that Trigore may or may not have made it out of Canterlot alive! I only said that he is a powerful being now since he's got the Princess' power in him, and I know Canterlot was destroyed! I saw everything with my own eyes, Flutters'!" Rainbow angrily interrupted before realizing that she made Fluttershy cry. "... Fluttershy...? I... I didn't mean to hurt you. I just..."

"... I know you didn't mean to... I... I shouldn't have said... Those things... In the first place. I just... I miss Phoenix Burst already, and... To think that he might be dead... Rainbow Dash..." Fluttershy said before being pulled into Rainbow Dash's embrace. "Huh...?"

"... I miss him, too, but he's going to be fine. This is Phoenix Burst we're talking about here. He's got this in the bag."

"... Really?"

"Suuure. And I bet ya he's marching his way to Ponyville as we speak." Rainbow stated, letting Fluttershy go as she finished. "Now why don't we head back down and greet him?"

Before Fluttershy could answer that though; Rainbow Dash flew down to Ponyville where the others were waiting, leaving her Pale Yellow friend behind. Fluttershy just shrugged and flew down with Rainbow.

"Wait."

"What is it, Fluttershy?"

"... Was that what Trigore tried to achieve? Making everypony fight each other, and feel miserable about everything around us? We almost fought each other just because of a thought of that monster being alive. Could be what Trigore was after all this time?"

"... I... Don't really know how to answer that, Fluttershy. I really don't."

Meanwhile back in Ponyville; Applejack & her family, Pinkie Pie, Rarity & Sweetie Belle, and Twilight Sparkle & Spike want home to see how badly they might have been damaged, and to their horror, everything was nearly blown apart completely.

In Sweet Apple Acre's; all of the apple trees were burnt to ash's, and the barn itself was blown up into a million piece's. Applejack & Big McIntosh were obviously angry, but Apple Bloom kept her cool, and searched around the barn for Granny Smith.

"Gr... Granny Smith? Where are ya...?" Apple Bloom asked.

There was no audible answer anywhere. Just silence. Applejack and Big McIntosh came up to Apple Bloom, and she turned around, then fell into Jack's embrace, and cried.

"Why is this happening to us...? I don't get it anymore...! It's not fair!"

"I know, Apple Bloom... It's not fair to any of us, but we have to be strong. Granny Smith might be around somewhere. {_I hope..._}" Applejack assured Bloom, but moreso to herself.

At Carousel Boutique; it was the same as Sweet Apple Acre's. Totally destroyed. Cloth's were scattered around the ground nearby, but all of them were burned up anyway. Rarity hurriedly picked up as many of the cloths as she could, while Sweetie Belle went inside the shop, and looked around.

At Sugarcube Corner; it wasn't like the farm, or the dress shop. It was damaged in many place's, but it still held up strong, but the Cakes were not there. Pinkie Pie went into the sweets shop, and looked from floor to floor, hoping to ind either of the owners.

"Mister Cake? Miss' Cake? Where are you?" Pinkie repeated on each floor, but found only rubble and months old cooking materials. "Mister Cake!? Miss' Cake!? Please answer me!"

Still the couple did not answer. The sweets shop was completely empty, except Pinkie Pie being there, sitting on the floor, crying loudly. Her mane became flat and straight again, and her fur became paler. Sharp Iron then came in the room Pinkie was in, and hugged her from behind. This scared Pinkie a lot, but she remained still and cried in his embrace. Iron rocked her slowly, and shooed in her ear quietly, trying to calm her down.

"It's okay, Pinkie Pie... It's okay..." Sharp Iron repeated to her as she sobbed.

Last one being at Golden Oaks Library with Twilight Sparkle & Spike; the first thing that caught Twilight's attention, since she was looking at the ground, was a burned up book with some of it's page's scattered across the ground. Twilight then looked up and saw that the entire tree was also burned down by Trigore's magic. Tree branch's and leaves were all around the place, and Spike tried to open the front door, only for it to nearly fall to him.

Twilight tried to used her magic to freeze the door, and lift it away from Spike, but it still wouldn't work. So instead, she pushed Spike out of harms way.

"Thanks, Twi."

"Your welcome, Spike. Now about this Library..." Twilight trailed off as she and Spike went inside the Library. "Just look at everything. It's all burnt, and torn apart. All of the shelves have fallen, obviously rain water is all over the floor, and a bat is eating my oatmeal! Shoo! Got out!"

Spike ignored Twilight's yelling, and picked up a photo album near the front door. Spike flipped through page's until he found a photo of all of his friends, and took it out to observe. After a moment, Spike got on his knees, and punched the floor, which Twilight heard.

"Spike...?" Twilight walked to Spike, and looked to his face, seeing the angered look he had, and the photo in his claws. "Isn't that...?"

"Yes... It is... This is the photo of all of our friends... From the day Phoenix Burst woke up from his Enigma nightmare. The day I forgot to give him the necklace he has now... The day he first died... That day... He actually showed me what true courage was like. Even when he was scared to death, he faced those monsters, out ran a speeding train, and fought clones of his own friends courageously. Back then... It was only a dream, But now... (Shakes his head) Twilight... Is this a dream too...? Because I want to wake up from it." Spike told Twilight, looking at her with teary eyes, and squeezed the photo in his claws.

Twilight could feel his pain just by looking at him, so she pulled him into a hug while he cried. She remembered that day all too well. She remembered all the horrors Phoenix had to face alone. She remembered how scared he was. She remembered... That talk they had about him being afraid, and how she nearly said "I like you". Twilight wanted this to end as much as everypony did, but as much as she wanted to shed a tear, she promised Phoenix Burst she wouldn't. Spike cried for a few minutes before calming down, and let go of Twilight.

"... Thanks again... Twilight."

"... Your welcome, Spike. Now we must go back to the Princess' at once before they worry about us."

Twilight sat down, and let Spike climb on her back, then headed back to where Celestia and Luna were waiting. About half way there, the duo saw some colts and fillies, crying in alleyways, scratching walls, and just siting on trash cans. Everypony looked so pained, and depressed that it was heartbreaking to look at. Stallions and Mares doing hard labor work all around town. Some being smacked by a whip, some being yelled at, and others doing just fine.

Somewhere in the crowd was Zecora the Zebra.

"Zecora, is that you!?" Twilight asked, amazed to see Zecora there of all place's.

"Ah... Twilight Sparkle. Spike the Dragon. It is very good to see you two." Zecora replied, waving a hoof at them as they came over. "Where have you been for these three months? I haven't seen you-"

"Zecora, we need to ask you something important."

"... Yes... Ah... I see..." Zecora said, already knowing the question Twilight had in mind.

"You do? But I-"

"This is about "The Equestrian Apocalypse", right?"

"The Equestrian Apocalypse? What's that?" Spike asked.

"... It was a cataclysmic event that took place millennia ago, here in Equestria. The Equestrian fought a race that was far advanced in a war to conquer the entire land, and enslave everypony for life, or even worse. The Equestrians nearly lost everything to this other race, until somepony from another far off land came and freed everypony from this disaster. Because of him/her, and a group of rebels he/she forged; they were able to win the war together, along with everypony in Equestria helping them. In the end; the hero fell, and the enemy race vanished completely from Equestria. Sometime later; the Equestrians had everything about the event destroyed so it would never be remembered. Somepony kept one book, which is the one I found, and hid it underground so nopony would ever find it." Zecora explained to the Unicorn and Dragon. "It is also very possible that the event will happen again very soon."

"Wow..." Spike said in awe.

"That's so sad, Zecora. But wait. From what we heard... Doesn't that mean..."

"Yes. Phoenix Burst might be the hero of the legend, and you, along with your friends, might be the Rebellion that will save Equestria from Trigore's rule."

"But... Trigore's gone... Right?" Twilight asked.

"I do not know, but I have to go." Zecora answered, then left.

Twilight Sparkle and Spike waved to Zecora and continued on their merry way. This whole legend thing was bugging Twilight more then Spike, but seeing if Phoenix Burst was back yet occupied her more. Finally to where the Princess' were, all of the other friends had already returned shortly after the duo left the Library, and waited for them to return at the Town square.

"Oh, there they are." Blitz Minder said.

"Everypony? How was everything on your end?" Twilight asked.

Everypony shook their heads at the same time, and gave Twilight sad, worried glares.

"Twilight... How was the Library?" Applejack asked.

"Well... It's a goner, that's for sure. Everything was burned up from top to bottom. Books torn and everything. It was a total mess, just like the rest of town." Twilight answered, then looked at Celestia. "Celestia... Is Phoenix Burst back yet?"

"... I'm afraid not, my little pony. I'm sure he's still out there... Somewhere." Celestia answered, but wasn't so sure of herself. "Twilight Sparkle... Do you have anything to report?"

"Yes, actually. Me and Spike found Zecora in the crowd not too far from here, and we learned something that might relate to what's going on."

"Zecora!? She's still alive!? Quick! What did she say?" FireBlaze asked.

"... She told us about a legend that happened here in Equestria millennia ago called "The Equestrian Apocalypse". She found it in a book from the Everfree Forest. She explained to me and Spike that all of us Equestrians nearly lost everything to this other race that she didn't know the names of, when somepony from a different land came and saved everypony from the disaster. He or she also made a Rebellion, like us, and together, overcame the challenges that were thrown at them. In the end; the hero fell, and the other race completely vanished from Equestria, maybe not even leaving a single trance of them ever being here. Sometime later; we Equestrians burned up any evidence of the war ever happening so it could never be remembered for generations to come. Somepony was able to keep one book, which is the book Zecora mentioned, and hid it away underground."

"That's sound's very intriguing..."

"Do you think... That's what could be happening now... Or even very soon?" Bass Rush asked.

Twilight only responded with a nod, while Spike jumped off her back, and pulled out the picture of the group of friends.

"I found this while we were at the Library. I know it's not important, but it seemed important to me..." He said sorrowfully.

"... Also... Zecora mentioned that it might be possible that Phoenix Burst-"

"Could be the hero of the legend, right? That much we could figure out, Twilight." Rainbow Dash interrupted.

"Sorry..." Twilight looked past Celestia to see if Phoenix Burst had come back, but saw nopony. "Phoenix... Don't be dead..."

"... Twilight Sparkle, I'm sure he's still out there. He, Cupid, and Zei, would be very lucky to have survived that crisis, but they'll still be alive. They are coming as we speak. I can feel it..." Celestia replied, but again; she wasn't sure of herself.

She was never this unsure of herself in any situation in a very long time, but the feeling wasn't anything new. She could tell that Twilight was losing hope, but she was doing everything she could to hold onto it, even when things are getting tough for them.

Celestia looked at everypony else, seeing Pinkie Pie almost bursting to tears in Sharp Iron's shoulder, The CMC whimpering together in a huddle, and Terria already crying in Rarity's mane. Everypony was hurting inside of them, and even Celestia couldn't help but to let a tear slip. With her and her sister's powers gone, they can't protect their ponies anymore, and with the Elements of Harmony destroyed since the day of Celestia's birthday, there was no way of ending this nightmare.

No offense, Luna.

"None taken."

All of a sudden, a familiar voice cried out to the rebels, perking their ears up in hope and relief.

"Hey! We're not missing out on anything, are we!?" The Scarlet Red Unicorn, and Rebellion Leader, none other then Phoenix Burst, asked not too far away. "Is everypony alright!?"

"Phoenix Burst!?" Everypony exclaimed happily, rushing towards Phoenix's aid.

Phoenix was being carried by Zei, while Cupid was being dragged by his tail. Phoenix's battle suit had been torn alot since the last time the gang saw him, showing how bad things must have been for him. He had a couple of bruise's on his body, a cut on his head, and his right hind leg was dripping blood. Obviously Rainbow Dash ran the fastest to the trio, and helped Zei carry Phoenix to Ponyville on his right side. Bass Rush went to the left side to help Zei and Rainbow carry Phoenix, while Big McIntosh & Applejack helped with Cupid.

"Phoenix Burst... Your alive...!" Luna whispered as she joined the others in taking Phoenix to the Town square.

"I can't believe you three actually made it out of there alive! How in Equestria did you do it!?" FireBlaze asked, amazed that Phoenix Burst, Cupid and Zei survived the destruction of Canterlot.

"We're so glad your back, Phoenix! We thought you were gone! We really thought you were gone...!" Pinkie Pie cried, hugging Phoenix for a second.

"Ah! Ow... Pinkie, I'm still kinda feeling lots of pain from our battle, and getting us out of Canterlot in time, so don't hug so tight, please." Phoenix replied, softly rubbing Pinkie's mane, then saw Twilight Sparkle and Spike walking slowly his way. "... Twilight Sparkle... Spike... Hey... How are you...?"

"Good (Hugs Phoenix) because your back, safe and sound. We were all worried that you wouldn't make it out, especially when Canterlot blew up..."

"I know, and I'm so sorry I couldn't save Canterlot. We did everything we could, but Trigore took alot of our strength away during our fight, and escaping Canterlot itself was a hard challenge... Whew! Talk about lucky." Phoenix said, looking back at the area Canterlot used to be, then back at Twilight. "Like I said before. I was going to come back to you, and everypony else, as soon as I could."

"Okay, but what happened to Trigore? Did he make it out?" Celestia asked, hoping he hadn't.

"Not that I know of, but I hope he didn't. To tell you all the truth; none of us know what happened to him after our battle. He just disappeared after we did our signature move and beat him." Phoenix answered, looking back at what's left of Canterlot. "... I really wish I could have done something to save Canterlot. It was the home to many that now accompany Ponyville, but now, it was sacrificed for the defeat of Trigore. (Looks at everypony) I didn't mean to put so many lives in danger... I'm so sorry..."

"No, Phoenix Burst. Do not blame yourself for something that couldn't be saved. In a way, it was bound to happen sooner or later, but at least it is finally over." Celestia replied, lifting his chin.

"Well, we still can't call THIS a happy ending. Everything is still pretty dark, and bleak. The sky is still covered with dark clouds. The air just seems to have gotten thinner. Let's just face it; there's something we must not have done right, or something along the line." Sharp Iron pointed out ending with a unsure sigh.

"O.K., but what?" Sweetie Belle asked.

Everypony became tense and uneasy, pondering on whatever needed to be done. If Trigore was gone for good, then why is Equestria still in this state? Why did things around everypony suddenly feel... Worse?

Everypony continued to ponder about, while Fluttershy timidly took flight, and looked up at the sky. What she saw made her heart sink into a never ending pit of nothingness, and explode with fear while she chattered her teeth. The towns ponies could also see what was scaring Fluttershy, but didn't have the courage to say anything upon fearing this thing also.

"... Fluttershy, could you stop doing that? It's kind of annoying." FireBlaze said, scratching his head.

Fluttershy, however, couldn't stop herself, and who could blame her? The thing she was so afraid of was coming closer to the group, while they didn't take it into account except for her.

"G... Guys...?"

"Fluttershy, not now. We're trying to figure something out here." Blitz Minder said.

"W-Well... I don't want to-"

"Not now, Flutters'." Rainbow Dash interrupted, then went back to thinking.

"B-But-"

"Fluttershy, what is it, gal?" Applejack asked, but the answer did not come from her.

The answer came from a voice everypony wished they hadn't heard. His voice was all too familiar; threatening and evil.

"I am what it is, rebel!" The King himself, Trigore, answered while flouting above the gang and glaring at them viciously.

"What!?"

"There's no way!"

"I thought you fell with all of Canterlot! There's no way you could have made it out of there alive! How in Equestria did you do it!?" Phoenix Burst yelled, angered by Trigore's horrible appearance.

"... Well let's just say that I may have made a very lucky escape when you hit me with those energy sphere's, and I must say that it was truly impressive, but you still have a long way to go before you can ever hope of defeating me! This time, you will not be so lucky to survive my wrath, Red Unicorn!" Trigore replied, then made four energy spheres with his staff.

Phoenix quickly got onto his hooves, and created a shield to defend his friends more then himself. Trigore threw the spheres, knowing that they wouldn't break through Phoenix's barrier, but since Phoenix was so tired from all of his running around and overuse of magic; Trigore would have a way of defeating him. All four spheres hit the shield, destroying it because of Phoenix's lack of energy, and Trigore went in to attack him directly. Phoenix Burst used some of his Glyfh magic to push his friends back, then jumped over Trigore at the last second before he was headbutted in the head. Trigore quickly regained his balance and shot a magic attack at Phoenix's back, successfully hitting him.

"_Arg! Shoot! I should have saw that coming!_" Phoenix thought as he painfully stood, secretly readying a magic attack.

Phoenix hopped 360 to face Trigore and launch his attack, but it was too late to react when Trigore was already in his face, smirking deviously at him.

"W-What the!?"

"Hello there. Mind if I..." Trigore stopped as he blasted Phoenix Burst with a magical force, sending him zooming into a house. "Give you a push?"

In just a few moments, Phoenix stumbled out of the house, and charged straight at Trigore without a second thought. Trigore easily dodged the tackle, and levitated Phoenix in the air with his magic. Then threw him into a flower shop near some ponies.

"Gr...! Phoenix Burst is starting to get really tired!" Blitz Minder stated the obvious.

"We know that, Blitz!" FireBlaze replied.

"Shouldn't we be helping him then?! Come on!" Bass Rush butted in, running at Trigore while he wasn't looking.

Bass was pushed back to the others by a force field, surprising everypony. Celestia and Luna tried to use what little energy they had to break down the barrier, but they did nothing to it. Applejack, Rainbow Dash, Big Macintosh, and Bass Rush helped in trying to destroy the barrier, but nothing seemed to work. Even Spike, and the CMC, joined in.

Meanwhile, Trigore pulled Phoenix out of the flower shop, and slammed him onto the ground. Then pulled Phoenix towards him, and kicked his gut.

"Argh!"

Trigore chuckled in amusement, and slammed Phoenix onto the ground once again.

"Tsk, tsk, tsk. Red Unicorn, how does it feel to finally be losing to me for a change? To finally feel the pain that you should be feeling? Isn't it just magnificent? I know I'm enjoying it!" Trigore gloated while Phoenix stumbled onto his hooves again.

"... Shoot! Exarionis, I'm going to need you, now!"

Exarionis levitated out of the rubble from the Canterlot destruction, and soured to Ponyville. It reached Ponyville in just a few minutes, nearing itself to Phoenix Burst, until Trigore shot a energyball at Exarionis, knocking it onto the ground near him. Phoenix groaned in frustration, and crawled to Exarionis, only to be knocked back by another magic force made by Trigore.

"Oh no! Your not getting your dirty little hooves on the thing again!" Trigore said, pulling out his tentacles once more. "_My magic is getting a little exhausted. My little boys should be of good use here._"

Trigore used one of his tentacles to lift Phoenix off the ground, and threw him at yet another building, then pulled him out, and slammed him onto the ground three times. Even after that, Phoenix still continued to stand up, but he was getting even weaker then when the battle started. Phoenix crawled to Exarionis once more, and Trigore didn't make in attempt to stop him. Once Phoenix reached the great sword, he lifted a hoof to her handle, but Trigore finally made a move, smacking Exarionis away with a tentacle, and lifted Phoenix with another. Then he threw Exarionis at Phoenix's friends, but she only bounced off the barrier like a metal object hitting a rubber wall. Trigore threw Phoenix Burst in the other direction and shot a magic orb at him. Phoenix luckily transported away from the beam, and tried to kick Trigore in the muzzle. Trigore simply swung his staff at Phoenix, smacking him into another shop when he used some more of his magic to slam Phoenix into the ground.

"Oh no!" Pinkie Pie cried, taking a step back.

"He's never going to make it at this rate! Phoenix Burst! Get out of there!" Blitz shouted, begging his dying friend to stop.

"Phoenix Burst! Please, stop getting up! Your only going to die if you keep this up!" Twilight and Spike added.

"Please stop this! We don't to lose you, so just stop it!" The Cutie Mark Crusaders and Terria added too.

"Phoenix, you have to run away! You don't have any choice! Please, just get away from there!" Sharp Iron added last before everypony felt a thin, weak energy under their hooves. "... Phoenix Burst...?"

"Ar...! Everypony, just... Stop!" Phoenix angrily shouted, struggling to stand. "... I may be losing this fight... But that doesn't mean that I can just run away! I've been running away... And hiding in corners... For a long time... But that time... Is long gone! I've been running from pain, and letting others pick on me... But now that time... Has been left behind... So I could move on! Ever since I've lost my mother... All i've ever done was cry and act weak! Weakness was how... I lost her to begin with... And it only made my life... Worse then I ever wanted it! Now that's... All going to change! I swore to my Mother that I would... Become stronger then anything in Equestria, and that I would never, EVER give up to whatever I would have to face! I swore to all of you that I would do whatever it took... To bring our homeland back to the way... It was! If I am going to die... Then I'll die fighting for everything that I hold dear! Everything... That we all hold dear! (Cough's out blood) Arg...! Everything that we worked so hard for... Is going to be taken away... If we just give up! We've worked so hard, keeping our beautiful... Peaceful land out of trouble to just let a threat like... HIM take that from us! The life, nature, animals, food, everything that we worked for is going to be gone forever... If we don't do something about it!... And even when nopony else thinks that Equestria can be saved... I'll continue to fight for us! I will continue to keep up our hope! (Lift's Exarionis out of the ground with his hooves, then raised her in the air like Link holding the Master Sword) I will become Equestria's hope! I will continue to believe their is still a chance for us... Even when nopony else believes! I will... Continue to stand... Whenever I'm knocked down! I will fight on... Even when I'm tired! As long as I draw breath... I shall stand my ground... And fight for our home!"

At this point, everypony around Ponyville gathered to where the battle was taking place, some scared to stand up to Trigore, while others just growled in anger. Nopony could do much against Trigore because one; The Miasma, and two; His power was overwhelming to a point where he was a god. Trigore was too powerful for everypony to handle, and seeing Phoenix Burst risking his very life fighting him... It was a painful sight for everypony to look at, and it proved their point about Trigore being too powerful.

"Aw... What a nice, touching little speech. I'm guessing those are your final words then, because your going to die now!" Trigore said before smacking Exarionis out of Phoenix's hooves, and lifting him off the ground by his neck.

"Gya, Gyah...! Oh... Celestia...!"

Trigore threw Phoenix up into the air, and once he came falling back down, he smacked him into yet another house, then pulled him out, and repeated this two more times. The barrier around Phoenix's friends began to make weird, whurring sounds, and it faded away as Trigore slammed Phoenix into the ground.

"_Phoenix Burst... Big Brother... No... You can't die here... Not when we still need you... I won't let you!_" StarShine whimpered in her mind before she ran past everypony else, and flew at Trigore. "Stop it! I won't you hurt Big Brother anymore!"

"StarShine, no!" Twilight Sparkle shouted, reaching out for Star.

"StarShine, stop where you are!" Celestia added.

"Oh? So the little filly wants to die too?! How touching. I guess I could be nice enough to let you join your friend in the underworld too!" Trigore said as his tentacles lunged at Star.

Star stopped dead in her tracks, and panicked. She actually tried to fight Trigore, and a surge of miasma shot through her system, but she ignored it to save Phoenix Burst. Sadly, she was now going to die, along with him. To everyponies surprise though; Phoenix Burst jumped in and grabbed StarShine just in time, but got a few more cuts on his legs. To Trigore, he thought they were dead because he didn't get a good look at his tentacles making contact with Phoenix's skin. StarShine looked up at Phoenix, seeing his painful expression, and hearing his low pitched whining.

"P... Phoenix Burst..."

"StarShine... What were you... Thinking?! You could have gotten yourself killed!"

"I... I know... But I couldn't just watch you risk your life like this! We don't want you to die, okay?! Please, Phoenix Burst... Stop... Stop fighting him... He's too powerful for you..." StarShine begging in Phoenix's chest, sobbing as she spoke.

Their talk was interrupted by Trigore's growling in anger, and him making a giant laser with his staff.

"ARGH! I've had enough of this nonsense! I thought I've finally got rid of you for good, but you just don't quit! If I can't have the pleasure of taking your life, Red Unicorn, then taking the lives of your dear friends will be the next best thing! All of you have been interfering in my plans long enough, and it's time for your end to come!" Trigore announced, readying his beam at Phoenix's friends.

"Ahhhhh!" Fluttershy, Terria, and the CMC screamed.

"What!?" Rarity exclaimed in fright.

"It's time for all of you to say "Good bye, Equestria"!" Trigore yelled in enjoyment as the staff gave off a Dark Navy Aura.

Everything around everypony went in slow motion as the laser grow bigger, and the target ponies cowered in fright. With sealed away magic, and drained powers, the ponies were defenseless. Phoenix Burst, even with his injured body, let go of StarShine, and got onto his hooves. Star bit his tail, but it slipped out of her muzzle as he snatched it away, and ran to his friends.

"Phoenix Burst, DON'T DO IT!"

Phoenix Burst didn't stop running though. He knew what he was risking, and it was a big risk, but he didn't have much of a choice. He couldn't just sit and watch the ponies he holds dear be taken from him. They meant everything to him. His friends are what helped him to let go of some things in the past. They helped him through situations that would have killed him. They helped him to become a more honest, generous, loyal, kind, fun loving stallion during his time in Ponyville, and he was not going to lose them to Trigore. He knew he was going to have to give up his life, but... That was okay to him. If he was going to die... He was going to do so protecting the ones he cherish's dearly.

"Phoenix Burst, STOP!" Applejack pleaded, holding back her tears as much as she could.

(Applejack Flashback: My Little Aquario.) (Song in background: Osorezan Revior (My version in Japanese))

**_Kitto anata no tame ni... Matte iru hito wa... Anata wa sukunakutomo... Sukunakutomo izure ka sabishī kimochi, matawa mugen no itami o motte sasemasen..._**

_Back to when Aquario was still a part of the friends life, before he was given to his real parents, Inside the Golden Oaks Library were all but three of Phoenix's friends resided at the meantime, everypony was just talking to each other about random things, while Phoenix Burst walked over to a shelf were many story book laid, and pulled out one of Aquario's favorite story books._

_"Would you like me to read you a story, Aquario?" He asked him the little foal._

_Aquario put a hoof in his mouth and nodded. Phoenix sat on the floor, and opened the book to start reading to his adoptive son/brother, but then Applejack walked up to them._

_"Hiya Phoenix Burst. Aquario. Mind if ah sit with y'all?" She asked._

_"Not at all. Here, have a seat." Phoenix answered kindly, while Aquario giggled happily._

_Phoenix and A.J. shared a small laugh with Aquario before Phoenix started reading the story to both of them, and once he finished it, Applejack picked up Aquario and nuzzled him while he slept._

_"Ya know... He looks a bit like ya." She said._

_"He does?" Phoenix asked, clearly confused by this._

_"He sure does. Haven't ya looked at him? He may be a foal now, but he does share some of the same traits as you do. Like his demeanour, and his laugh. Well, his laugh is almost like Pinkie Pie's, But who knows. He might grow up to be just like his Big Brother." Applejack explained, chuckling a bit at the mention of Pinkie Pie. "That girl's gonna be the end of Aquario soon enough."_

_"Heh. I see what you mean." Phoenix replied, getting himself and Applejack to laugh again._

_**_Anata wa fukō no jidai ni mitashite iru hito wa... Kitto... Nani ka sabishī kimochi o mota senakattari suru, matawa sukunakutomo... , Sukunakutomo, anata no shinrai o hakai suru..._**_

_Aquario woke up to the two ponies laughing, and cried in Applejack's lap._

_"Awww. There, there. It's okay. We didn't mean to wake ya up, little feller."_

_"... Hey Applejack. You want me to... Teach you his lullaby?" Phoenix asked, blushing for even asking that._

_"Why's that?"_

_"Well... It's his favorite lullaby, and he doesn't usually calm down to anything else." Phoenix replied._

_"Hm... Okay then. Teach me." Applejack nodded as she turned around with Aquario in her lap, and listened carefully to Phoenix's humming._

_The melody was so soothing and whimsical, that Applejack herself nearly fell asleep with Aquario. Applejack fell backwards, nearly dropping the little foal with her when Phoenix Burst caught them at the same time, waking them up again._

_"W-Wha? I must'a doze off there... Thanks, Phoenix Burst." Applejack said, and for the first time, blushed at how close she and Phoenix were. "Uh... Hey now. Let's not get too close."_

_"... Oh! Right! Silly me. I might have gotten on... A little too strong there." Phoenix replied, sitting Applejack back up, and taking Aquario into his hooves. "He's sleep now, but he might wake up-"_

_"W-Wa... Ga-Ga... (Yawns)" Aquario tried to speak as he woke up again._

_"... Yeah that." Phoenix finished before he and Applejack shared one more laugh._

_**_Mijime to fuhai e no michi ni suterareta... Tabi o tsūjite hāfu hōhō wa, subete no ishi, to kibō o ushinatta. Ai wa, kaigi, seperation aru. Sore wa, nuno no tōmei ippen... Osoreyama Revoirda..._**_

(End of Applejack Flashback)

"Please don't come over here, Phoenix! Trigore will kill you for sure!" Fluttershy added, holding back a sob as hard as she could.

(Fluttershy Flashback: Fluttershy's Dragon Fear and Phoenix's Promise.)

_Back to the day when that huge, gigantic, terrifying, enormous, teeth-gnashing, sharp-scale having, horn-wearing, smoke-snoring, could eat a pony in one bite, totally all grown-up dragon was sleeping in the mountains a few miles from Ponyville, Fluttershy ran away from her friends because she was too afraid of the dragon, and couldn't deal with it. Phoenix Burst however caught up to her, and called out her name._

_"Fluttershy, hold on!"_

_"No, Phoenix Burst. I'm not going back. I just can't stand dragons, other then Spike. I just can't."_

_"Yes you can, Fluttershy._ _We know you can."_

_"No, Phoenix! I can't! Just leave me alone, please!" Fluttershy pushed Phoenix Burst back, and continued walking away._

_Phoenix could tell she was scared, but everypony needed her. She knew more about animals then anypony in Equestria, and right now, everypony needed that kind of knowledge. Her skill. He promised everypony that he would keep an eye on her, and help her out if she needed it._

_Phoenix caught up to Fluttershy, and got in her way._

_"Fluttershy, we're all scared of the dragon, and we want to go home too, but we can't do that until we get rid of the dragon. Look. Everypony is afraid of something. Nopony is the bravest, but fear is smaller then you. If your afraid of something, then it's up to you to face it head on. If you need your friends to help you out, then never be afraid to ask. Remember that you have lots of friends to lend you a hoof if you need it, like me. I'm also scared of the dragon, but I'm not running away because I have my friends to back me up if I need them. Fluttershy, if you need a friend, if you need somepony to help you out when your scared, feel alone, or just need company; I'll be that friend. Okay? I'll always be there for you, but right now, we need you with us. We really need your help, because we can't do this alone." Phoenix explained to her._

**_Demo tenkai kanōdeareba... Demo tenkai kanōnaraba, yoru no ma ni, sono hito wa shizuka ni omoi... Ronrī nazo o hakobu... Kaze ni fukada kuro sen kami kurēn..._**

**_Demo tenkai kanōdeareba... Demo tenkai kanōnaraba, Nitchū, sono hito wa shizuka ni omoi... Ronrī nazo o hakobu... Kaze ni fukada kuro sen kami kurēn..._**

_Phoenix Burst wasn't sure if he had gotten through to her, but saw that she was thinking about it. Helping her out was the most important thing to him that day because of his promise, and he was going to keep it to her._

_Back to when Phoenix Burst had just left his house to head back to Golden Oaks Library, and regroup with everypony that was going to leave soon. A little while later as he was still walking through, he saw Sharp Iron with Mayple and Syrup, talking to each other, and Syrup signaled Mayple to keep quiet while Phoenix walked by. He could barely see it, but she nodded to him and took Iron somewhere else, away from him. Phoenix Burst sighed in relief and started walking towards the Library again, until Phoenix bumped into Fluttershy._

_"Oh! I'm so sorry mister. I didn't see you there. I'll get out of the way for you-" She said until Phoenix Burst covered her mouth carefully, frightening her._

_"It's only me, Phoenix Burst. I didn't mean to bump into you, Fluttershy, but since your here, do you want to join me?" He asked as he uncovered her muzzle._

_"Uh... Sure." She answered, timidly tapping her hooves together. "... Um... That suit your wearing... Why are you in that suit today? Your not going to... Fight anypony... Are you?"_

_"Of course not Flutters. This is only for if Cybran's come by and attack us while we're gone. You've seen me wear this many times before, so this shouldn't be a surprise, and besides. I need this suit to harness my Glyfh Powers, too." Phoenix told her, pulling on his Battle suit._

_"Oh, okay then." She replied, then she got quiet._

_As they continued to the Library, they remained silent for most of the time without even looking at each other, or making a sound. Phoenix noticed that Fluttershy was looking a little nervous about something, and decided to ask her about it. Well, it's either that, or keep this awkward silence._

_"Hey Fluttershy? Why do you look so nervous?" He asked, hoping to break the ice between them._

_"Nervous? Oh I... Um... Uh... Just not up to this..." She answered quietly and nervously._

_"Hey. There's no need to be nervous, not when you have your friends to stand by you, no matter what. Your not alone in this, so don't be afraid to come to us for anything. You know, let me tell you a little secret. Whenever an enemy attacks, or if somepony's life is in danger, I, personally, start to feel really scared that I might mess up, and that somepony's going to get hurt because there was nothing I could do. Deep down, I'm afraid that I'm going to get alot of ponies hurt, but I start to feel more confident when I see that my friends are with me, and I try to do the best I can to fix any problem. In fact, I start to feel confident in myself when I see one of our friends or... You with me." Phoenix told her, sheepishly rubbing the back of his head._

**_Yuruginai, fudō no, hokori o mo~tsu... Kado nozomu buromaido. Ai wa, kaigi, seperation aru. Sore wa, nuno no tōmei ippen... Osoreyama Revoirda...  
><em>**

_"Really!? You get scared!? That just seems impossible, even for somepony like... You know. Your like, the bravest stallion I know. Or at least, one of the bravest. You act so tough that not even a massive demon would dare mess with you." She replied with a bit of awe._

_"Really? I'm that threatening? I mean, yeah, i do get scared. Sometimes, even more scared then you, And nothing is impossible, Fluttershy. All you have to do is look inside yourself, and you'll find the answer to your problems. Like bravery. And if you need a friend by your side, if your feeling sad or scared or hurt, then Fluttershy (Turns to her) I'll be that friend, because I don't like seeing my friends feeling sad or hurt. I also don't want to be threatening to you." Phoenix took one of Fluttershy's hooves as he said the last part._

_"Um... I'll... Remember that... Phoenix Burst." She said before walking ahead of him, taking her hoof out of his. "And your not that threatening, Phoenix. You can actually be quite nice once others get to really know you. I... I kinda like you."  
><em>

_Phoenix Burst kept walking, even though he was a little surprised by Fluttershy saying that. Phoenix then smirked as he watched Fluttershy walk ahead of him, and walked faster to get ahead of her. He was then keeping a pace matching her's, and looked back for a second when Fluttershy got ahead of him again. Phoenix began to laugh a bit and went ahead of Flutters'. Fluttershy started laughing too and ran ahead of Phoenix Burst. This was going from a simple walk, into a race to Golden Oaks Library. The duo giggled, and ran past shops and carts with ponies occupying them. For some reason, they ended up back at Phoenix's house at the end of the race, with Fluttershy being the victor._

_"I win! Woohoo!" Fluttershy whispered her cheer, but couldn't hide the joy she felt._

_"Heh heh. You look like you've really enjoyed that, huh?" Phoenix asked._

_"Oh yes. That made me feel tired, and it sure lifted my spirits. Thank you so much, Phoenix Burst."_

_"Oh. Uh... You got it, Fluttershy." Phoenix then realized that everypony was still waiting for them at the Golden Oaks Library. "Oh dear sweet! Fluttershy, we need to get back to the Library, pronto!"_

_And with that, they rushed back to the Library, ASAP._

**_Watashi no kokoro wa sakini susumukara watashi o iji... Watashi no mugen no kutsū no ue ni nokoru... Shikashi, anata wa watashinojinsei ni modotte kita toki, anata wa watashi ga watashi no zan'nin'na kizuato o kokufuku suru tasuke..._**

_Back to when Phoenix Burst and Fluttershy were alone; the duo stared at the ground, exchanging glance's only once. They were being silent like before, and Phoenix couldn't help but groan from it. Before he could say something about it though, Fluttershy spoke up before him._

_"Phoenix Burst... I'm... I'm really scared... But because of everything you've done for me all afternoon, I feel like... Like I can... Face that big, mean, scary, fire-breathing dragon."_

_"Are you sure, Fluttershy?"_

_"... Yes. I'm totally sure of myself, but... It's thanks to you that I can do this. You've really been helping me through alot of things, and you've dealt with my whining, and running away in fear. You taught me that I should face my fears head on, and that my friends will always be by my side to help me if I need it. If your going to continue to lend a hoof... Then so will I." Fluttershy said before walking back to where everypony else was. "Well come on. We don't have a minute to lose."_

_"Well said, Fluttershy."_

_"... But... Could you do one thing for me?"_

_"What is it, Fluttershy? I'm all ears."_

_"Lead the way." Fluttershy hid behind Phoenix as she said it._

_"(Sigh) Alright."_

_**_Tsuriage-ji ni kakatta toki ni kurayami demo... Demo, son'nani muzukashiku watashinojinsei o tsukuru... Watashi wa aisuru kaisai shita subete no mono o toru... Ōku o nigi~tsu..._**_

(End of Fluttershy Flashback)

"Stop running, Phoenix Burst! Please, you won't be able to survive this attack once your hit!" Rainbow Dash cried next, beginning to tear up as Phoenix Burst continued to run towards the front of the beam.

(Rainbow Dash Flashback: The first ending to chapter 21)

_After Rainbow Dash's day of winning the Young Flyers competition awhile back, and hanging out with the Wonderbolts because Phoenix Burst gave up his chance for her; she went home to celebrate in her victory. The whole time she's been setting up her own party, she couldn't stop jumping around, eating sweets, and cheering to herself. Rainbow Dash was so excited that I was like the Pegasus version of Pinkie Pie. After her little "Sugar Rush" had ceased, she went to bed for the night, but the thing was, she couldn't sleep. Rainbow's excitement of being with the Wonderbolts faded away pretty fast, but something inside of her continued to keep her awake. Rainbow didn't know what it was, but she couldn't sleep at this point. She got out of bed, and went out to explore Ponyville. She went from several neighborhood's, to market place's, to the Town Hall. Rainbow Dash didn't find anything interesting about any of it, so she headed back home._

_On the way back, to her surprise, Phoenix Burst was still awake, looking at the sky on his roof, like he always does at night. Only, he doesn't stay out for this long._

_"Why is he still there?" Rainbow asked herself._

_She didn't really know what makes staring at the sky so interesting to Phoenix Burst, but if he was awake, then she could maybe talk to him or something. She flew down to Phoenix's roof, and landed behind him so she could scare him. Rainbow Dash snickered to herself, and crawled up to him. Before she could jump up and say "Boo!", he turned around, and caught her._

_**_Gunshū no naka ni... Dakara haruka ni kon'nan futan suru... Son'nani futan ga muzukashiku, watashi no mugen no itami o shinagara... Mōichido anata ni sakende..._**_

_"Got'cha!" He cried quietly, grinning while Rainbow jumped back in surprise._

_"WHOA! Argh! That was not funny at all, Phoenix Burst!" Rainbow said, obviously angry at him as he snickered. "... So uh, hey there. Mind if I... Join you?"  
><em>

_"Sure. Have a seat." He answered as he patted a place next to him for Rainbow Dash to sit._

_She sat down next to him, and stared at the sky with him. Rainbow really didn't find stargazing great or anything, but it was a little confusing why Phoenix liked it so much. They stayed quiet for a while, not attempting to say anything to the other until Phoenix spoke up first, breaking the ice._

_"So Rainbow Dash. Why are you here this late at night?" He asked._

_"... Really... I'm not sure... Something just... Told me that I needed to speak to somepony. I couldn't sleep at all, so I went out for a late night stroll, then I found you sitting up here, alone." Rainbow answered. "Phoenix, why did you help me today? Did you feel bad, or sorry? Because I-"_

_"Rainbow Dash, why would I be sorry about anything? I helped you because you were nervous, and you needed a friend to help you keep your confidence, and cheer you up when you were down. I also wanted your dream to come true. You told me that being with the Wonderbolts was your life long dream since you were a filly, and today was your big chance. I was going to do everything I could to make your dream a reality and... I'm happy that your wish's came true." He explained to her as he stared into my eyes, interrupting my question._

**_Anata ga modotte watashi no soba ni aruite, mugen no michi ni watashi o shien suru made wa. Ai wa, kaigi, seperation aru. Sore wa, nuno no tōmei ippen... Osoreyama Revoirda..._****_  
><em>**

_Rainbow stared back into Phoenix's Ocean Blue/Grass Green eyes, and smiled nervously. Nopony has ever helped her as much as he did in like... Ever... And it made her happy inside. He has helped her and the other ponies through many situations in the past, but that day was... Epic to Rainbow Dash. After a few minutes of staring at each other; Phoenix turned away, and looked at the sky again. While he wasn't looking, Rainbow slowly pushed herself closer to him, and laid her head on his shoulder. Suddenly, they saw a shooting star shoot across the night sky, and Rainbow gasped before closing her eyes and made a wish._

_"This is perfect..." She thought before she opened her eyes._

_Rainbow looked up and saw Phoenix with his eyes closed too and secretly smiled. Before he opened his eyes again, Rainbow dropped her smile so he wouldn't see it. He looked down at her, and grinned, then dropped it for some odd reason. Phoenix turned away from Rainbow Dash, and pouted.  
><em>

_**_Shinpai no yaku sen-nen-go... Watashi wa saishūtekini dakkyaku suru koto ga dekimasu... Jiyū kara watashi o tsudzukete iru korera no kodokuna kimochi kara, tatoede wanai eien ni... Demo,-sōdenai baai, eien ni..._**_

_"W-What's the matter?" She asked as she lifted my head off of him._

_"Aw... My wish didn't come true..." He answered sadly._

_"What wish?" Rainbow asked, turning his face around to look at her with a wing._

_"Huh? W-Well um... Well.. You see... It's just that... Hmm..." He timidly stuttered._

_"Oh C'mon. Don't act like Fluttershy on me. Tell me." She said as she pushed on his leg._

_"N-No." He replied with a chuckle._

_"No?! I'll just have to force it out, then!" Rainbow exclaimed as she tackled him down._

_They had a fun little fight, Rainbow Dash trying to make Phoenix Burst spill the beans, while he defended himself and kept laughing. Rainbow had to admit that this was actually... Surprisingly fun. Rainbow pinned Phoenix's hooves down on his roof, and panted after a minute of fighting and they stared into each others eyes again. Dark Ruby, to Ocean Blue/ Grass Green. To Rainbow Dash; looking into Phoenix Burst's Blue part of his eyes were like looking across the horizon over the nice, Blue sea. While looking in the Green part of his eyes was like laying in cool, Green Grass. As for Phoenix Burst; looking into Rainbow Dash's violet eyes were like being trapped in a violet gem, but in a bad way.  
><em>

_"Now I got what I wished for." Phoenix said suddenly._

_"You did?! What are you talking about, Phoenix?" Rainbow asked, taken back by what he said._

_"Ha ha ha ha ha ha. I wanted to see you smile again." He answered, laughing again as Rainbow Dash's face went from Cyan, to Crimson Red, like his fur._

_"W-W-Wait, my smile?" I asked, utterly confused as to what he was talking about._

_"Yes, Rainbow Dash. Somehow, your smile... Lightens up my heart. Today... I had to deal with Sharp Iron's antics, as usual. I saved FireBlaze life from the Enigma infecting him, and also helping you win the competition. Seeing how happy you were when you were declared the winner... I felt really happy for you, Rainbow Dash. What I'm trying to say is... I wanted to see you smile like that again." He answered, becoming Redder in the face then he usually is, almost a dark shade of Pink._

**_Mattaku haka ga nakute mo... Nan haka ga nakute mo kono yowai kokoro wa... Watashi wa saishūtekini, jiyū ni naru... Soshite kono omoi kara o hagasu koto ga dekimasu..._**

_Rainbow Dash bit her lip, and cracked another smile unwillingly to him. Phoenix smiled again too, and his blush lightened. The Unicorn and Pegasus lend into each other's face's slowly, closing the space between them, and their steady breathing touching each others muzzles. They closed their eyes as they were nearing each other. Somehow... Rainbow Dash felt at ease when Phoenix Burst or FireBlaze was with her. She couldn't understand why, but they did. Upon realization how close they were, and how hot their breaths were in the cold night; Rainbow Dash pushed back and I got off of Phoenix Burst, her blush coming back._

_"Whoa... Let's not... Go there, okay?" Rainbow asked with a deep Red blush._

_"Y-Yeah... Whatever you want, Rainbow Dash..." Phoenix replied as he rubbed the back of his head sheepishly._

_They looked up at the sky again, and talked to each other about random things for an hour. Phoenix Burst then put a hoof on Rainbow Dash's, and she did the same. Rainbow started to feeling tired and sleepy after a minute and stood up. Rainbow teasingly whipped her tail in Phoenix's face, and chuckled as he snezzed.  
><em>

_"Well, I'm getting tired. I'm gonna go home and rest for the night. I'll uh, see you tomorrow?" Rainbow asked, getting ready to take off._

_"I'm always here, Rainbow. Of course you'll see me." He answered with a smile. "You know, Rainbow Dash. This was a pretty fun night. We should do this again sometime."  
><em>

_"... Yeah. We should." Rainbow replied, taking to the air. "Well, see ya later."_

_"See ya, Rainbow Dash."_

_Rainbow waved to Phoenix Burst, then flew off. She suddenly realized something, and stopped dead in her tracks. Phoenix Burst had helped her win the Young Flyers Competition, and accompanied her tonight, but now he was all alone again to stare at the stary sky. He's done alot for everypony, so it's only fair to repay him for all of his hard work, and life threatening battle's._

_Rainbow Dash turned around, flew back to Phoenix Burst, and kissed his cheek before flying back home. Phoenix rubbed his cheek, and whispered a "Thanks" before laying back down on the roof, and continued stargazing.  
><em>

_**_Jinrui no naka de seikatsu shi, mada yorokobi to kōfuku-kan de sorezore no shin'nen'nogoaisatsu... Kanashī kanji. Ai wa, kaigi, seperation aru. Sore wa, nuno no tōmei ippen... Osoreyama Revoirda..._**_

(End of Rainbow Dash Flashback)

"Phoenix Burst, we beg you, don't do this! We can't just lose you like this!" Rarity cried, trying her hardest to not sob.

(Rarity Flashback: Suited for Success)

_Back to a day two or three days after the fashion show Rarity thought of. The night when Hoity Toity insulted Rarity's work, and made Phoenix Burst angry. The night when Phoenix stood up for Rarity because he wasn't going to let somepony hurt his friend's feelings. Anyway, everypony else except Phoenix followed Twilight Sparkle outside as she got an idea on how to help Rarity. Just like Sharp Iron looked through the keyhole of Rarity's bedroom, Phoenix also poked an eye through the door. He waited for a few minutes to see how upset Rarity was so he could help her, but then Rarity walked up to the door, and caught him peeking. Rarity poked his eye with her horn, causing Phoenix to push off the door in pain._

_"Ah!" He cried quietly while falling backwards. "Ow, Rarity! That actually hurt!"  
><em>

_"Pervert! You were peeking in on me!" Rarity exclaimed through the keyhole._

_"Hey, I'm not the only one who peeked in on you." Phoenix replied while trying to stand with a hoof on his eye._

_"Oh yeah? Who else was peeking on me, then?" Rarity asked, not believing Phoenix._

_"... Sharp Iron. He was peeking through the keyhole, but I didn't think it was to help you." Phoenix answered, wiping his eye. "Everypony else, including me, wants to help you, Rarity. We don't want you to feel sad. I... Don't want you to be sad. Look. I know Hoity Toity didn't like your dress's that night, but it's okay. That was only one pony's opinion. His opinion. You don't have to compare him with others, just because he didn't like it. Besides, I thought they were... Really good. I may just be one pony myself, but when I say that your work is great... I really mean every word of it, Rarity."  
><em>

**_Watashi wa kono hōhō ataishinaidesukeredomo... Sore wa sanran shi, sekaijū ni hiromeru tame ni haken no yorokobidesu. To iu koto ni watashi wa shinde, sora no mieru kamo shiremasenga. Sore wa watashi o kinishinai... Dakara anata wa watashi ni egao ya 2 ga hyōji sa renai nodarou ka?_**

_Rarity stayed quiet after hearing that, but put a hoof on the door and huffed. Everything Phoenix Burst had just said touched her heart in a very comforting way. Phoenix Burst was usually known to be the distant, but not THAT distant hero type. Somewhat Dark when it came to personal things, but in a situation like this, it was like hearing another side of him opening up his feelings. He had strange ways of doing things, but he knew what he was doing, and saying._

**_(Shinzō e no nyūsatsu no tenpu fairu ni naru koto wa arimasen. Kono kyoku wa,. Kore ni yori, soreha owari o mukaemasu. )_**

_Both Unicorn's stayed quiet, just listening to the breathing of each others breath through both sides of the door, until Rarity spoke._

_"Phoenix?" Rarity called in a whisper._

_"Yes, Rarity?" Phoenix replied, whispering back to her._

_"... Could Y-You... Stay right where you a-are?" Rarity asked, timidly tapping her hooves together._

_"Oh, sure." Phoenix replied as he fixed his sitting position._

_Rarity hesitated to open the door, but found the courage and opened it slowly. Both ponies stared into each others eyes and fell into a trance. They felt so enchanted being like this. Phoenix slowly stood from his spot and walked up to Rare. Rarity, however, was on the verge of tears as she hugged Phoenix tightly, and felt him hug back a second later._

_Unknown to them, Pinkie Pie was watching them from the bedroom window, with Sharp Iron carrying her. The duo inside kept they're embrace for a few more minutes before finally letting go and Rarity closed the door as she went back inside her room._

**_Kumo no naka ni ue kara terasu sono kuni to wa nanidesu ka? Ksitigarbah ga dokodearu kanōsei ga arimasu. Ai wa, kaigi, seperation aru. Sore wa, nuno no tōmei ippen... Osoreyama Revoir... Osoreyama no Au Revoirda..._**

_"... Phoenix... Could you... K-Keep that a-a secret?" Rare asked timidly, while blushing a bright red color, almost matching Phoenix's coat._

(Song end)

_"... Sure I can. Why, though?" Phoenix asked._

_"... Because I didn't really want to come out of my room. Those insults Hoity made that night still haunt me, and coming out of my room felt like... Like walking back into a crowd that laughs at me now, but I did walk out and I don't want the others to know... Please... Promise me you won't tell." Rarity explained pleadingly._

_"Sure. Whatever makes you happy, Rare." Phoenix replied as he started to leave._

_After just the third step, Phoenix slipped again and face planted the floor. Rarity unwillingly came back out and helped Phoenix back onto his hooves, even though she said she wouldn't come out again.  
><em>

_"I got you." She said while helping him up. "You okay now?"_

_"Yes. Your the first pony in all of this chapter to EVER help me at all. Thank you, Rarity." Phoenix answered before bowing to her._

_Rarity gasped silently as he bowed to her and cracked a smile. Just as Phoenix lifted his head up from the bow, Rarity lend in on him and kissed him, surprising him greatly. She was only trying to kiss his forehead, but he got up too early. It only lasted a short time because she pulled away and ran back into her room the next minute._

_Phoenix stared at the door in front of him in confusion, thinking of that kiss before walking out of the shop for good. Rarity seemed to have been watching him through the keyhole and moved away from it after Phoenix left her viewing range._

_"That was not supposed to happen at all. I was only trying to kiss his forehead. But... It did feel kinda... Nice. I hope that will be the only time that happens, but... Thank you so much, Phoenix Burst." Rarity whispered again before laying on her bed to wallow. "... Oh, woe is me...!"  
><em>

(End of Rarity Flashback)

Pinkie Pie didn't say anything, just sobbed in Bass Rush's mane. Her color hadn't changed like before, but it was a little more pale then everypony usually saw her. Like everypony else, she didn't want Phoenix to die, but there was nothing they could do to stop him. He just kept running, even with his broken leg.

(Pinkie Pie Flashback (Final): My Little Aquario)

_Finally back to the night when the Enigma attacked Fluttershy, and infected Twilight Sparkle; Phoenix Burst had allowed Pinkie Pie to take care of Aquario, while he took Twilight back to Golden Oaks Library to rest after being infected. After having an awkward talk with Twilight, and taking Spike with him back home; they looked around the house for Pinkie and the foal._

_They found Her with Aquario in Phoenix's bed, sleeping peacefully. Spike was sad that the foal was sleep because he wanted to be introduced properly, but Phoenix allowed him to stay the night at his place, so he could play with Aquario when he woke up. Spike happily accepted, and Phoenix left his bedroom to get a sleeping bag. He came back, and laid it down for both of them, then had Spike sleep on top of him._

_The next day, Phoenix Burst woke up to Spike's claws on his back, and carefully got up without waking him up. Once he was up and awake, he felt a pair of eyes looking at him from behind, and turned around to see Pinkie Pie staring at him._

_"GAH!" Phoenix cried, falling backwards._

_"Hiya Phoenix. I'm sorry I slept your bed without asking, but Aquario wouldn't sleep anywhere else. He was really picky about where he slept. Also, I think you'll need to clean your bed before you sleep in it again. Somepony had a little "Accident" last night, and I think you may know who." She said quietly, getting out of Phoenix's bed._

_"... It's not you fault at all, Pinkie. I don't mind you using my bed, and I'll clean it up once I come back from the Library later on. (Points at Spike) Spike is here to meet Aquario, so I'm going to help out at Golden Oaks Library today in his place. Could you keep an eye out for Aquario until Spike wakes up?" Phoenix asked._

_"Sure! Anything for you. W-Wait, I-I didn't mean it l-like that." She stuttered._

_Phoenix just blinked twice, and nodded. He was about to leave the room when..._

_"Hey, Phoenix Burst? Can I join you downstairs? I could make you breakfast. I mean; I have to repay you for everything you've done for us somehow. So please, could I?" Pinkie asked as she hopped over Spike, like hopping over a jump rope._

_Phoenix hesitated for a moment, but nodded anyway. Phoenix let Pinkie Pie walk out of the room before him, and closed the bedroom door behind him. To Phoenix's surprise once he turned around; Pinkie Pie rushed into his bathroom. Phoenix just shrugged, and went downstairs. Pinkie took a shower, brushed her teeth, and used Cupid's favorite towel without Phoenix's permission, and came out totally refreshed._

_Once Pinkie smelled hay bacon, eggs, and waffles, she remembered that she was supposed to help make breakfast._

_Pinkie Pie hopped down the stairs, hoping to find either Cupid or Zei cooking instead of Phoenix, which she kinda found impossible for Phoenix to cook anything since she didn't know if he could cook or not, but to her surprise, Phoenix was cooking, and he was doing a very good job at it. Not only were there hay bacon, eggs, and waffles. There were salad, french toast, and some weird looking square things on the table, too._

_Pinkie was amazed by Phoenix's cooking ability, and wanted to learn how he was so good._

_"Phoenix Burst, what's all of this?" She asked, hopping to the table._

_"... Breakfast, Pinkie Pie. I made all of this while you were in the bathroom."_

_"I know that, but what's these square things?" Pinkie asked again, pointing to the tray of 15 piece's of food._

_Phoenix looked at what she meant, and lightly chuckled._

_"Pinkie, that's called "Sushi"." Phoenix told her, taking a piece of sushi and ate it. "Mmmm... Ahhh... You should totally try one."_

_"Is it good?"_

_"It sure is!" Phoenix said, then used his magic to lift a piece of sushi, and hovered it to Pinkie. "Here. Try one. I'm sure you might like it, too."_

_Pinkie hesitated for a second before taking the delectable into her mouth. Pinkie enjoyed every single bit of it, and swallowed it down, then sighed._

_"That. Was. AMAZING!" She screamed happily._

_"I'm glad you think so. You can have as many-" Phoenix stopped as he watched Pinkie scarf down all the sushi. "... As you like...?"_

_"Mmm... Those were sooo good. How do you make them?" Pinkie asked, drooling on the floor._

_Phoenix helped Pinkie up, and walked over to the fridge._

_"I could show you how to make them... If you show me how to make a cake." Phoenix said._

_"Really? That's easy peasy weasy! Come on! I'll show you." Pinkie replied, pulling Phoenix over to the counter._

_For the entire time, they taught each other recipes, and made sushi and cake. Making the cake was messy, but more fun with the icing on nose thing, then making sushi. They got to learn more about each other, and became better friends._

_After they were finished; Spike came down the stairs with Aquario in his arms. The two were a bit surprised to see a tired Pink Earth Pony, and Tired Light Crimson Red Unicorn on the floor, covered in chocolate frosting._

_"What's going on here?" Spike asked, while Aquario reached out for Phoenix Burst. "__You both look like you had a party without us."_

_Pinkie Pie and Phoenix Burst just sat up and laughed. Well, Pinkie snorted a bit, which made Aquario giggle._

_"... We were making some cake, and things... Got a little wild." Phoenix answered Spike's question. "There's also hay bacon, waffles, eggs, and sushi on the table. Aquario's bottle is right here on the counter if he needs it, and now (Get's up and wipes the chocolate out of his mane) I'm going to take a bath since I didn't get a chance to earlier. I'm already late as it is."_

_"Okay then. I'll see you later, Phoenie! Bye, Spike! Bye, Aquario!" Pinkie said her farewells to the guys before leaving the house, on her way to Sugarcube Corner._

_Spike and Phoenix looked at each other for a second, while Aquario walked up to the frosting, and took a bite out of it. Aquario licked his face clean, and giggled along with Spike and Phoenix Burst._

_"... Now seriously. Why did Pinkie call you "Phoenie"?" Spike asked._

(End of Pinkie Pie Flashback) (Song in background: Endless Pain again)

**__Hold me... Through the Endless Pain that is tearing us apart...__**

After all of the flashbacks Phoenix Burst had; he finally made it in front of Trigore and his friends, and stood in the way of the beam. Phoenix then put up a shield to protect them, and the Mane Six ran towards it, trying to break it down with all their might.

"Phoenix Burst, stop this at once!" Twilight shouted, stomping her hooves on the barrier.

"You won't be able to survive this beam! Get out of the way!" Pinkie Pie screamed, not able to contain her tears.

"... No can do, everypony. For every hero; a sacrifice must be made, even if that means that they might die. I can't allow any of you to die, so I guess... It's time for me to go." Phoenix Burst replied, also tearing up at the realization of him losing everything he fought for to Trigore. "_... Mother... I guess... It's time for me to join you now..._"

"No, Phoenix! Stop talking like that! We can take another blow! You don't have to do this!" Twilight screamed, beginning to sob.

"Yes, I do, Twilight! Look, I'm sorry! Okay!? There's no other way... I don't have any other choice... I... I'm gonna have to... Finish my final chapter... The final chapter... Of my life." Phoenix Burst replied, looking back at them, and showing them his tears for a moment before facing the beam again.

"Phoenix Burst... No... No! Your wrong! Stop it!" Rarity shouted, slamming her hooves on the barrier.

Phoenix Burst just shook his head in disapproval to their pleas. Someponies sobbed as they watched Phoenix sacrifice his life, while others stared at the ground. Everypony inside the barrier, except Applejack, Sharp Iron, Celestia, and Blitz Minder, sobbed too as they all worked together to try and destroy the barrier, having no luck whatsoever.

**__**___During the times... That I would cry... Or feel sad... You would always be there for me... To turning my frown upside down... And make my life feel much more clearer...___**__**

"... No everypony. There's nothing else we can do now. I need you to be strong for me, for our friends, and also Equestria. I need you to be there for everypony while I'm gone, okay?" Phoenix Burst asked, trying to hold a sob as he said it.

"B-But..."

"Please, Twilight Sparkle... Promise me that you, and everypony else, will be strong without me. Protect Equestria with everything you have while I'm away."

"NO! DON'T DO THIS!"

"_Trigore, just fire that beam, NOW!_" The demonic voice yelled at Trigore, losing patience with him.

Trigore was hesitating to fire the beam because of the memory of his family, but then his whole body became covered in a Black magic that took even more control over him then before. Staring emotionless at the Red Unicorn; Trigore fired the beam at him.

Phoenix Burst lowered his ears, and looked down at his necklace, thinking of his mother's sacrifice. The way she died was just like this.

Being shot.

**___Whenever I needed you... You were always there, even during the times that I said "No"... You kept me up... When I was down and out... Feeling sad... Or feeling Blue...___**

Phoenix Burst closed his eyes, and used his magic on his mother's necklace. Then yanked it off, and threw it back to his friends. It landed in front of Twilight Sparkle, and she picked it up. Then held it close to her chest as she began to sob. Phoenix slowly got on only his hind legs, and said one more thing before being obliterated by the beam.

_All for One... And One for All. Friends Forever... And Forevermore... Sayonara... Everypony..._

"No... NOOOOOOOOOO!" Twilight and the Mane Five screamed once more.

(Explosion!)

The area Phoenix Burst was in blow up as he was hit by the beam, blinding everypony in the area by the light. Twilight thought back to a random time when she, Phoenix Burst, and the Mane Five, were at the park, playing with Al-e the Alien (Al-e, the Friendly Alien). Phoenix called her over to play, but she refused. The grin he had when he asked Twilight brought more tears to her eyes, and after the huge explosion; the barrier around the team disappeared.

Through the smoke caused by the explosion, stood Phoenix Burst, with a huge hole around his stomach/chest area. Everypony became horrified, while Twilight ran up to Phoenix to catch him before he fell. To her surprise; Phoenix still had a little bit of life left in him, but it was quickly slipping away.

"... Phoenix... No... Why did you do that...? Why...?"

"... I already told you... There was nothing else I could do... I'm so sorry, Twilight Sparkle... I should have been stronger... Then this wouldn't have happened... I guess I'm... Not the hero Equestria wanted..."

**___You've kept me smiling on whenever I needed it... You made my Endless Pain fade away like little droplets... With your love... And heroism. You made me feel like I was worth living like I used to... Before you went away from me for another journey... Your sweet voice used to blow my tears right off my face...___**

"No, Phoenix Burst... Don't say things like that... You were the hero Equestria wished for, but your actions got you into this state. You were doing really great; beating a Serpent, sparing Spitfire's life, overpowering Sharp Iron, freeing Spike and Big McIntosh from Trigore's control. You had ups and downs, but that didn't stop you from fighting harder, and that is what Equestria wanted. It wanted a hero like you to show up, and bring back the beautiful life it once had. It wanted you to form a rebellion to fight against Trigore, and save it from him." Twilight told Phoenix, then let a few tears slip. "I... I just... We can't just lose you like this. I can't lose you. We've been through so much and..."

"... Twilight... You will not lose me... I may be dying... But I'll always remain by your side... As long as I'm remembered by anypony... I'll never really truly be gone for real..." Phoenix replied, then noticed the necklace being worn by Twilight. "... Your wearing my necklace... Thanks..."

"Phoenix... Please, don't... I lost you once... I can't you lose you again..." Twilight said, brushing Phoenix's mane softly.

"Twilight... Don't say such things... We will always be together, no matter what... But you know... There is something I want... Before I go..."

"... What is it..?"

"... I wanted to see my friends smile one last time... Before I die... Your smiles comfort my spirit, and my sorrow... I was in a lot of pain before I left the forest I came out of... I was all by myself there for three months, trying to survive on my own... And all I wanted... Was to see my friends smile for me once more... I only wanted to be with all of you... One more time... Before I go." Phoenix admit as his body shook a little.

**___The day that you had to go... My life slowly slipped away, flying further and further from me as I live on, away from the vow that we made... Breaking my poor wretched heart into pieces as I drew shivering cold breath in the winter's snow... I lay down and cry again, hoping for a miracle to come my way...___**

Twilight Sparkle, even in how much pain she was in, smiled for Phoenix Burst, and kissed his fore head. Just by doing that; her tears streamed down her face faster then before. She looked back at everypony else, and saw that they all crying now, except Sharp Iron still. The Mane Five held each other as they sobbed, the CMC sobbed in the embrace's of Big McIntosh, Blitz Minder, Bass Rush, and FireBlaze. Last was the former Princess', trying to hold back their sob's, but were failing terribly.

I guess... Reality hurts in more ways then one... When you don't want it to. No matter how much you want to escape the pain and misery of life... It will always find a way back, and it will not be holding back for a second.

"... Hey, Twilight?" Phoenix Burst called, getting her attention again.

"... Yes, Phoenix Burst?"

"... Could you... Hold my hoof, please? I'm... I'm pretty scared." Phoenix admit again, holding his right hoof up for Twilight.

Twilight nodded and grabbed his hoof with her right hoof. Phoenix nodded back to her and laid his head down on her hind legs, then closed his eyes. Twilight waited for a few seconds for Phoenix to say something, but nothing happened. He didn't say a thing.

"Phoenix Burst...? Phoenix Burst? Phoenix, can you... Hear me? Phoenix, please answer me!" Twilight said, but he still said nothing. "Phoenix, don't die on me! Phoenix? Phoenix! Phoenix...! Phoenix, hold on! ... Phoenix... No... NO! Don't die on me yet! Phoenix! Phoenix, no! No, nonononononononono! I can't lose you like this! Phoenix...! Phoenix...!? PHOENIIIIIIIIXXXX!" Twilight screamed again, sobbing on Phoenix's fore head, also being careful of his horn.

**__But then you came back to me, returning to my lonely shell, and embraced me with your warmth... You smiled at me with your embracing love... You held me during my darkest days... You've destroyed my Endless Pain... You brought me happiness... You brought my spirit back to me when I needed it, but all I ask... Is that are you real? Are you really here with me again? Have you really come back to me... Or is this just an Illusion?__**

It began to rain as Twilight Sparkle, and everypony else sobbed upon Phoenix Burst's death. Twilight held Phoenix's hoof tight with her right hoof, and wrapped her left hoof around his neck. Spike walked over to Twilight to comfort her, The Mane Five & The Cutie Mark Crusaders held each other as most of them cried, and the guys, except Sharp Iron, had their bodies turned away from the others. The Former Princess' had their heads hung down, looking at the ground in sorrow and grief.

Trigore, however, was too amused. The very pony that's been on his flank all this time was finally dead, and the time of reckoning, the moment Trigore had been waiting for, was almost upon everypony.

"Finally... He's gone... Your little hero... Is dead...! Ha ha... Ha ha ha ha ha! HAHAHAHAHAHAHAHAHAHAHAHAHAHAHA! NOW YOU SEE WHAT HAPPENS WHEN YOU MESS WITH YOUR KING! WHAT HAPPENS... WHEN YOU DEFY YOUR KING! NOW SINCE THAT WRENCH IS OUT OF MY MANE FOR GOOD; WE CAN CONTINUE WORKING ON "OUR FUTURE"! OUR NEW PARADISE! THE FUTURE OF PONYKIND IS ALMOST UPON US! JOIN ME, EVERYPONY, AS WE SAIL TO LANDS BEYOND OUR OWN!" Trigore announced as lightning bolts struck behind him.

"NO!" Somepony shouted, surprising everypony, including Trigore.

"... Who dares to speak to me like that!?" Trigore asked, looking around the source of the shout.

"... I did, you dumb, big shot, uninsimtamating turd!" Sharp Iron yelled, getting everyponies attention. "Icitachi!" Iron cried, firing a Ice shard at Trigore, which he easily dodged.

**__Do my eyes deceive me...? Are they playing tricks on me...? Is this a fairy tale, or is it just the painful reality I still stand...?__**

"You...!?"

"Yes, me! I said it! I said it because... That unicorn... He... He forgave me for everything that I did. For everything that I could have prevented, but didn't. He gave me a second chance when nopony else would! A chance to redeem myself for my past wrongs! And now... He's gone. He's gone, because you killed him! He fought so hard to protect everything that meant so much to him, even when he knew he wasn't going to win! We all wanted him to stop fighting... But he kept on moving, even with his injuries! He could've ran away long ago... But he didn't! He didn't just die for himself! He died fighting for us! He died fighting for all of Equestria! He fought a losing battle for every, single, one of us! But he wasn't just fighting, oh no! He was trying to show us something that we should have seen awhile ago! He showed us that we have to work together to bring back our homeland! He was trying to say "Even if the odds are against us; if we all put our power together, we can make anything possible! We can save our homeland from this tyrant that's only trying to use us for his own, selfish desires! He's trying to mae us feel waek! He wants us to feel like we couldn't defend ourselves before he came, just so he can confuse you into doing his bidding"! And now (Picks up Exarionis) In the name of Equestria, and in honor of Phoenix Burst's efforts, the one who came in our time of need; I will stand and fight in his place, and bring you down, Trigore! Phoenix Burst fell for all of us, and now we must stand in his hooves, and protect our homeland! Our home! For Equestria!" Sharp Iron announced before running towards Trigore, then jumped in attempt to cut his head. "For you, Phoenix Burst! We shall avenge you! Trigore, I'm going to kill you for taking Phoenix's life!"

Trigore bluntly smacked Iron away with one of his tentacles, and Iron got back up and tried again. Everypony had stopped crying as they listened to Iron's speech, getting what he meant. Twilight was the last to stop crying, and rubbed Phoenix's cheek before putting him down carefully, and kissed his forehead.

(Sharp Iron owned count: 14)

"He fought (Get's smacked again) Argh! So... Hard... for all of us! (Smacked again) Ar...! We should've helped him fight... But we didn't! (Get's hit by a magic attack) Ragh! Now it's our... Turn to take charge (Hit by magic attack again)... Of our... Home... For... Equestria...!" Iron kept getting back up and rushing towards Trigore to attack him, only to be thrown, hit by a magic attack, or smacked by a tentacle over and over again.

(Sharp Iron owned count: 18)

"... Sharp Iron, for the first time, is right! I can't believe I let those words slip, but he is right about everything!" FireBlaze said, taking to the air, and swopped down at Trigore.

"We must fight back if we're to save our homeland!" Zei added.

"For Master!" Cupid cried, jumping over Zei and Blitz Minder. "We will avenge master, even if it costs our lives, you monster!"

Everypony else, except for the Former Princess', and Blitz Minder, joined in the fight. Even the CMC tried to fight Trigore. Pinkie Pie and Fluttershy were still pretty scared, but tried their hardest to help out. Celestia's mane began to flow like the sun, and Luna somehow became Nightmare Moon. Ponies were still afraid of Nightmare Moon, but Trigore was the bigger threat at the moment. Blitz Minder let a set of wings out of his back, and joined everypony else in fighting Trigore. The miasma from the rebels bodies didn't shoot any surge's of pain inside of them, meaning it must have left them when they overcame it, and freed themselves.

Trigore was actually surprised by this, too, but still kept his glare on the rebels.

**__I try my hardest to place the pieces together, and figure out if I am not hallucinating... Are you really in my Arms (Hooves) once again, or are you still miles and miles away from me...? Leaving me in my shattered life... To figure out what is right or wrong...!__**

Trigore flawlessly dodged every magic attack The Princess', Blitz Minder, Rarity, and Twilight Sparkle shot at him. He dodged the Pegasi wings that tried to cut him, and dodged everything that the Earth Ponies threw at him. Trigore caught everything the rebels threw at him, and launched them back. The rebels were having a very hard time trying to lay even one scratch on the King, while Trigore flawlessly gave them a beating they might not forget.

Trigore used a tentacle to pick up Bass Rush, and threw him at the Pegasi team. He used another to pick up Blitz Minder, and slammed him on the ground. Another to smack Spike and Twilight away from Trigore, and picked Nightmare Moon up by her hooves. Then threw her in the air, and smacked her down onto Celestia. One more picked up Sharp Iron, and threw him next to Phoenix Burst.

(Sharp Iron owned count: 19)

"... Hey buddy... It's me... Sharp Iron..." Iron introduced himself to his fallen friend. "I... I know that I haven't been a... Good friend to you... And I've also been a really big jerk to our friends... But I just wanted to tell you that... I'm so... So... So sorry about everything that's happening now... And before this. I've let so many things come between us... And you've done everything in your strength to fix what I've messed up. You came back to Equestria in our time of need... And died just a minute ago. You forgave me when I tried to take Al-e away from his parents, just to ask him about his alien race. You forgave me when I told Aquario's parents about his whereabouts, and when I fought against you and Rainbow Dash when two Cybrans came and took Aquario away from his parents. You even forgave me... When I tried to kill you. I'm not a stallion of many words... But I mean this when I say... Thank you so much, Phoenix Burst... You meant a lot to me as a friend, and rival. You were my equal. My source of fun. And also... My Brother."

Sharp Iron scooted a little closer to Phoenix Burst, and stuck out a hoof.

"... Phoenix Burst... I know you may not be able to hear me, and I can't believe I'm doing this but... Could you... Hold my hoof... Please?" Sharp Iron asked, ready to cry on the spot.

**__I know I shouldn't keep on running away...__**

**_Run away!_**

**_From the Endless Pain...!_**

To Iron's surprise; Phoenix's right hoof moved closer to Iron's hoof, and touched his. Either somepony moved it, or his brain was still active for that one moment. Iron didn't know, but he didn't care either. Iron wrapped his hoof around Phoenix's, and nodded.

"... Thank you... Phoenix Burst..."

High up in the clouds where Heaven laid; Phoenix Burst started to wake up. He opened both of his eyes slowly, and felt the warmth of the clouds he was sitting on under him with his hands... Wait, HANDS!?

Phoenix stood up and looked at his body. To his surprise; he was human again.

He was now David Hiro Taisuki VII again.

**__Because it will only follow me soforth... Beyond the road of infinity...!__**

"Wait! What?! How am I human? Shouldn't I be a Unicorn?" David asked himself, feeling his body from all over. "Ah... This had better be a dream... Wait... This isn't a dream, because if it was, then everypony in Equestria wouldn't be in danger. Oh...! I failed them... Again! I'm such a fool! How could I have lost to Trigore like this? My friends... Twilight... I'm so sorry..."

"David, stop feeling so sorry for yourself." A female voice said from behind David.

"Who's to say-" David stopped himself upon turning around, and seeing someone that was too familiar to him.

Someone he held so dear to him.

Madison Elizabeth Taisuki.

"Mother..."

"It has been a long time since I saw you, David. You've really grown up from the little baby I used to hold in my arms when you cried. You actually look alot like your grandfather, "Saito Hiro Taisuki V"." She told David, walking up to him and wrapping her arms around his neck.

**__You smiled at me with your embracing love... You held me during my darkest days... You've destroyed my Endless Pain... You brought me happiness... You brought my spirit back to me when I needed it... _But all I ask..._  
><em>_**

"... It has been a very long time, maybe a little too long." David replied, holding his mother back around her waist. "... But I wouldn't call this a very "Happy" reunion. My friends are still down there, facing Trigore while I'm up here. (Sigh) I failed again. I let Equestria down. It's because of me that so many innocent lives are about to be taken. I promised everypony in Equestria that I would bring Trigore down... But I failed to do that."

"Aw... Don't worry, David. You may be up here now-" Madison was interrupted by David punching her in the face. "OW! David!"

**_Is if..._**

"That's for that one time you punched me during training! You knocked me out for three days!" David angrily hollered, getting soft giggles as a reply. "Huh?! (Swings arms up and down) Why are you laughing at me!?"

"Ha ha ha ha ha ha ha ha ha. Ha... I remember that day quite well. You finally made your first Hi Kick on me, and I kinda lost my temper on you. I didn't mean to do it, though. Really." Madison explained, waving a hand in defense.

"Oh, I'm sure you didn't, Mother!"

**_You are really... _**

"... You're pretty easy to anger... Like me." Madison said, gaining David's attention again.

"Huh? Well, children gain traits that their parents have. I guess I have your short temper."

"Yes, and Gwen has my eyes, hair, and passion for wild life."

"She sure does..."

**_Here..._**

"... But anyway... Just because you're dead now, doesn't mean you failed in saving the land of Equestria. There... Might be a way I can bring you back down there... If you really want it."

"REALLY!? How!?" David asked eagerly.

"... You'll need to speak with a certain "Someone" first, and if he accepts why you need to be brought back, then he might be generous enough to do so." Madison answered before raising her hand towards a Golden Gate. "Come this way, and you shall meet this person soon enough, my son."

David nodded and ran towards the gate, while Madison walked casually, patting her dress a bit before following her son.

(Song end)

Heaven was everything everypony, or "Everyone" for David, had said it was; a flowery field as far as the naked eye could see. Many different flowers stuck out of the ground, like Rose's, Sun Flowers, Daisies, Carnations, Dahila, Hydrangea, and many more. David stopped walking after a minute of sight seeing, and picked a lily. Lilies were Gwendolyne's favorite flowers from what David learned.

Madison also stopped walking a few feet behind David, and saw how sad he was. He truly was heartbroken from everything that's happened to him throughout the years since she died, but he's lightening up in many ways to others like The Mane Six, his old team "Team Cu-Zei", and some of his former enemies.

"David...?"

"If you've been watching me from up here... Do you know about... Gwen being kidnapped by the Cybrans?"

"... Yes, I do... I saw everything... I know you tried your-"

"That's something everyone keeps telling me, and I know that it's just to help me... But I know for a fact that it's my fault. I can't blame myself for everything... But your death was my fault... and Gwen's kidnapping was also my fault. I couldn't make it to Gwen's aid in time... And I was such a coward when that man killed you." David put the Lily down, and turned to his mother. "But I'm going to change that. I'm not going to let Trigore kill my friends, and change Equestria into something terrible. I'm going to find my sister, even if it means that I'll have to search all over the world beyond Equestria. I'll check the Glyfh World, and the Cybran World, too, if I have to. Gwen will be found, and I'll make sure Equestria is safe from Trigore, no matter what it takes. I'll fight long and hard until he's brought down once and for all. But for now... We have someone to meet. Let's roll."

"Wait, David." Madison stopped walking.

"... What is it, mother?" David replied, also stopping in his tracks.

"... You remember the story Zecora told you about an evil race that almost destroyed Equestria, right?"

"Yeah. The Equestrian Apocalypse. And what does that have to do with anything?"

"... How is it that you don't realize it, David? You are the hero of the legend. You are the previous hero's successor."

"What!? That can't be right! I'm only trying to save Equestria because I want everypony to be happy and free from all this misery that Trisore set upon everyone!"

"David, your timing, and placement couldn't be more perfect. Remember; the hero came from a far away land to save everypony from the evil that threatened it. Judging from everything that has happened so far; you are the chosen one that's going to stop a cataclysmic event from taking place. If you hadn't tried to confront Trigore three months ago, and if you just stayed in the forest instead of coming back to Equestria; then everypony would be closer to losing hope then we would expect, or even worse; they could be dead. Because of your persistence and bravery; you brought their hope back. You've given everypony a reason to fight, and to never give up. You are the hope everypony wanted back, and right now, your friends are fighting Trigore because of your death. They are fighting to avenge you. In honor of your courage. You may have been reckless, but that was how you made it this far. Now tell me; are you going to continue on, or will you fall back? Is protecting the lives of millions more important to you then your own life? Are you willing to get back down there, and continue to fight for your homeland?"

"... Of course, mother! You know that I'll do everything in my power to fight back, but... Why me...? Why am I the hero? I've only come back because my friends wanted me to, and when I came, Equestria was... Well, you know the details." David asked & stated, looking at his hands while shaking his head in denial.

"Because... Everypony called your name, David. They chose you to be the hero, and you accepted. Your courage, wisdom, quick mind. Nopony could have filled in the role like you could, and now they need you back." Madison answered, then continued to walk.

"Wait! If everypony called me to fight for our homeland, then I'll do everything in my power to do so! Let's roll, Mother! We don't have a second to lose!"

"Lead the way then, my son." Madison replied, smiling as David ran off. "_... You also have your father's personality; Brave. Arrogant. Reckless at times. Stubborn. Persistent. Willing to risk your life for others. You really are your father's successor. If only your father saw that like I did... Before you lost everything..._"

After a little while; the Taisuki's were in front of a Golden Gate, with a blinding light behind it. It looked heavenly to David's eyes. Madison, however, has been here multiple times. Madison whistled, and the gate opened up for them.

"Whoa...!" David said in amazement.

"Beyond this gate lay's the being that will grant you life, but first, I must warn you, you mus have a good reason for going back. If you really truly desire your life, then you will have your reason ready." Madison explained to David before walking towards the light.

Reason... Reason...? This guy needs a reason?

David looked down at the flowery field he was leaving behind one more time, and nodded to it before following his Mother into the light. On the other side of the light; the Taisuki's found themselves in a white hallway, with angels walking past them. There were many strange people in the hallway, and it was pretty hard to count each of them altogether. Madison and David stopped in front of a large door, which had many ancient carvings on it. The center of the door had the symbol of a Golden Ring with a man in a toga on it. Madison made a few hand signs, then placed them on the door after the fifth sign, and the door opened.

"... "He" is waiting in this room. We must enter together, my son. Come." Madison said, walking into the room.

"He"? I wonder who "He" is." David asked himself before going inside.

Inside looked like a conference room, only without the large table. It was a circular room with a pedestal that didn't have a sword or anything in the center, ten sets of chairs circling the pedestal, followed by an even larger chair, that a huge man with long, Silver hair, and carrying a book in his hands, was sitting on over by the wall at the other end of the room, and the ceiling looking like Michelangelo drew on it.

"David. Stand in the center of the pedestal, and introduce yourself." Madison said, moving her right hand towards the pedestal.

David, yet again, nodded to his Mother, and walked to the pedestal. Looking up at the man sitting in the chair; David gasped in awe. He never thought he'd meet this man in his life, or death.

The man sitting before him was none other then... God.

"Wha-wha-wha-wha-wha-wha-wha..."

"Hello. Is your name "Wha" by any chance?" God asked.

"Huh? Oh no, God. My name is David Hiro Taisuki." David answered with confidence.

"Taisuki? Ah... So you are the son of Madison Elizabeth Taisuki. I have heard many things about you from your Mother." God said, looking towards Madison, who was now standing behind David, then back to him. "Now tell me, David Hiro Taisuki. What is it that you wish to speak to me about?"

"I... I wish for you to grant me my life back." David answered.

"Ah... Granting life... Many people have asked me to grant them life before... But sadly they did not have good reasons to have them back, or they weren't being honest about it. They would only wish for life it meant they could do the last things they needed in life, but not anything for others. They think of only themselves, instead of others. I would say no... But it wouldn't be fair for me to do that if I didn't hear your reason. I wish to hear a reason with full honesty, confidence, and care. No being scared, lying, or change your wish. Your reason must stay true to you, no matter what." God explained. "Now what is yours?"

David looked a little less confident after hearing God's explanation, and looked towards his mother.

"Don't worry. Just be yourself, and be honesty to not only God, but also to yourself." Madison told him.

David looked down at his hands next, losing his confidence by the minute. He was standing... In front of GOD! GOD, for god's sake. If others were like this when they spoke to God, then that would technically mean "Welcome to the club". But then, it hit David. Like a rocket being launched at his head, but it didn't hurt him at all.

His reason.

David started thinking awhile back to when he, and his friends, even the Princess', were laying in a flowery field, much like the one he had wake up in. They were laying around in a circle with their eyes closed, enjoying the nice breeze of the air that swept across their muzzles. Then, one by one, everypony began to disappear from existence. David opened his eyes, seeing his friends disappear before him. He tried reaching to them, but he couldn't catch them in time. The last pony to disappear... Was Twilight Sparkle. She gave David, or Phoenix Burst, since he was a pony again in his imagination, one last smile before completely vanishing. Phoenix Burst cried out "WAIT!" to Twilight, but he couldn't even hear his own voice. He tried running to her side, but he only got further and further from her.

He understood it now. His reason for needing life... Was to fulfill his promise to everypony, and protect his friends.

David looked up at God with his confidence back.

"My reason for life... Is that alot of ponies in the land I died in needs me, because another pony is about to cause a huge crisis, and I'm the only one who can stop him. At first; I wasn't confident in myself that I could beat him. I only thought that I would mess up. I wasn't believing in my own strength. But now... I know that I can beat him, because thanks to everything my friends taught me throughout my time in Equestria, I know I can do it. It's them, and everypony else, that's helped me see the power of friendship in a whole new way, and now their about to die, too. I swore on my life since the night my mother, Madison Elizabeth Taisuki, died that night; I would protect everything that I hold dear to me, and everything else that my friends and family holds dear. (Grabs his necklace) I've been running away from my problems, hiding in corners, and crying for help long enough. Those days are over, and I'm going to prove it by going back down there to Equestria, and save it from disaster. I'm going to show all of Equestria that I am the hero they wished upon, no matter what happens! I will not stand down in a fight ever again! I will not run away from problems! I'm not going to lay down and cry! I will become everyponies hero!" David explained to God, staring into his eyes as he said every word with full honesty, and confidence.

David couldn't really tell what God was thinking, but he hoped for the best that his reason was good enough. God, however, was quite stunned by David's explanation. God sat up, and nodded.

"I see... You, David Hiro Taisuki VII, have truly spoken with much courage, honesty, and care. You must truly care for the lives of others... To be risking yours. You have touched me with much pride, and for that... I shall grant you your life back." God said before placing a finger on the book in his hand.

He slid his finger across the page for a moment, then chanted something David, nor Madison, could understand. Suddenly; a bright light shown before David.

"Young Man... Raise your hands... And accept this." God told David.

David opened his eyes, seeing the light was still there, but not as bright. He raised both of his hands under the light, and watched it descend to his palms. The light transformed into a Aqua Blue orb, with little sparkles inside.

"... What do I do with it?" David asked.

"Whenever you are ready... Just crush it with your hands, and you will be sent back to Equestria." God answered, waving a hand over his face.

"Whenever I'm ready..." David turned to his mother, and ran to her. "Mother..."

David wrapped his arms around her waist, and Madison wrapped hers around his neck. She secretly hid a piece of paper in David's hood.

"My time here has been short... And we really didn't get to talk much... But I'm going to miss you." David admit.

"... I'm going to miss you too, David. During my time here... I've been able to watch you, and your sister grow up into tough, resourceful, brave people. I've watched you fight many different enemies that threatened our worlds, make new friends, save lives. You are no little boy anymore. You've become a very grown up man who's going to make many people, and ponies happy. And no matter what happens... I will always be proud of you." Madison replied, letting David go. "And now it's time for you to leave here, and save the land from another threat."

"Right!"

David ran back to the middle of the pedestal, and held the orb to his chest. He looked back at his mother once more.

"... Stay close to me."

"... Always."

David looked back at the orb in his hands, and closed his eyes.

"_Blitz Minder... FireBlaze... Bass Rush... Terria... Big McIntosh... Scootaloo... Apple Bloom... Sweetie Belle... Celestia... Luna... Aquario... Spike... Sharp Iron... Mayple... Syrup... Fluttershy... Rarity... Rainbow Dash... Applejack... Pinkie Pie... Twilight Sparkle... Cupid... Zei...! HERE I COME!_" David shouted in his mind before crushing the orb.

A portal opened underneath David, leading to Equestria. David slowly began to fade away, and he gave Madison one last grin and thumbs-up before completely disappearing. Madison walked up to the edge of the pedestal, and looked down at Equestria.

"You have a very brave son there, Miss Taisuki. I have a feeling that he will save his homeland from this threat... With the kind of heart, and spirit he beholds." God said, also looking into the pedestal.

"Yes. He sure can be a handful at times, but he still holds that sweet heart he was born with. I sure am proud of him." Madison replied.

"And you should be. Men like that don't come by very often. Thesis and Hercules were two men that also had hearts like that. There are many others, but it is quite often that kids show that kind of determination."

Madison just giggled at the mentioning of Hercules. From behind Madison; a person in a Black mask, and Black Armor, was staring at her, not even trying to attack her or anything. Madison, however, knew that person was back there.

"And how long do you intend on staring at me?" Madison said, surprising the person.

"Uh... I wasn't doing anything like that." The "Guy" replied, walking up to Madison.

"... Why didn't you come when David was here? He would have been happy to see you, "Rossler"."

"... Because it wasn't that important. He didn't need to see me, this time. I heard his speech a moment ago, and I thought... "He really is improving himself from that rookie he was when my ancestors became his partners". He's much stronger then me now." Rossler replied, looking into the pedestal, too.

"He has started out as a lonely little boy, depending on his own instincts to keep moving in life. And now... He has become a fine young man, learning new things about the things around him, making friends, and saving lives. Maybe this was the push he needed to finally be noticed by others as a hero. A hero that everyone can depend on." God explained David's old and current life.

"And it's all thanks to my ancestors for coming to his rescue. He wouldn't have found his inner strength, and his courage, if they hadn't saved his life years ago." Rossler added. "He is now a great warrior."

"And a powerful hero." God added.

"And last; a wise leader." Madison added last.

Back in Equestria; the rebels were knocked into each other by another of Trigore's magic push's. Everypony was tired from all the fighting, and couldn't really stand anymore.

"... Now do you see why defying me was a foolish thing to do? You thinking you could even stand a bit's worth of a chance against me was foolhardy. Now you all shall join your leader in heaven, where you belong!" Trigore told the rebels, preparing another beam on them.

"Oh no..." Terria said, hiding in Rarity's mane again.

"... Shoot...! I knew he was... Going to be powerful... But I didn't think he was THAT... Powerful. That was an unknown unknown." Sharp Iron said, trying to get in front of his friends like Phoenix Burst did.

"Sharp Iron, don't do it!" Twilight cried, getting his attention. "Trigore will only kill you... Like how he did to Phoenix Burst. We can't just lose two of our friends, don't you get it? Phoenix Burst would have wanted you to keep living on, and continue fighting till the very end. He wouldn't want you to just get yourself killed over his death."

"Twilight Sparkle..."

"Say good bye to your precious lives, pests! Now is your time of ruin!" Trigore shouted, firing the beam at the rebels.

The rebellion gathered in a group hug, waiting for the beam to end their lives. Again, the young ponies cried in the older ponies embrace, while the older ponies watched the beam close in on them.

The place where Phoenix's corpse lied started to move a little, and his eyes snapped open. The bystanders that were mourning over his body gasped, and got back. Everything went in slow motion as Phoenix saw the beam Trigore launched closed in on his friends, and Phoenix got up and ran in front of the beam.

"... Barrier!" Phoenix cried, creating a shield large enough to protect everypony, including himself, from destruction.

Through the intense force that kept everypony from seeing anything; Twilight Sparkle and Pinkie Pie were the only ones that could see Phoenix Burst saving them.

"What the..." Pinkie tried to finish, but obviously couldn't from the intense force.

"It can't be... It can't be true..." Twilight said, seeing Phoenix better then Pinkie.

Once the beam's power went out, the shield disappeared. Nopony could see through the smoke, but the voice that spoke answered any questions that anypony was going to ask.

"My. That was a snazzy performance there." Phoenix Burst said as the smoke cleared.

"WHAT!?" Sharp Iron, Blitz Minder, Big McIntosh, FireBlaze, Bass Rush, Terria, Celestia, Luna, and the CMC cried in shock and confusion.

"Am I seeing things!?" Spike, Applejack, Rainbow Dash, Rarity, Pinkie Pie, and Fluttershy added, just as confused.

Twilight Sparkle, however, was overjoyed to see Phoenix Burst alive, even if it was illogical. She was going to ask him many questions about his revival later.

"This isn't possible! I thought you were dead! How are you here!?" Trigore asked in pure shock and anger.

"What can I say? I die hard." Phoenix Burst answered, rubbing his chest.

Everypony was truly shocked to see him back. This was only a dream, right? This had to be some sort of joke.

Pinkie Pie was the first to hug Phoenix Burst from behind, and squeeze the life out of him again.

"Phoenix Burst, I can't believe it! Is it really you!? Is it really you!? Is it really you!?" Pinkie repeatedly asked, choking Phoenix more and more.

"Pi-Pinkie... Pie... Need... Air...!"

Pinkie Pie loosened her grip, but kept hugging Phoenix Burst. Everypony, except Twilight Sparkle, Luna, Celestia, and Sharp Iron, joined the two. Phoenix stuck his head out of the crowd of rebels that was suffocating him, and looked to Twilight Sparkle.

"... Everypony, could you please pipe down? This stallion needs his space, you know." Phoenix told his friends that were on him, then looked back to Twilight, Luna, and Celestia. "Hi there. Miss me much?"

"Phoenix Burst, either you have somepony watching over you, or this is a dream. How are you here? We saw you die not too long ago." Twilight stated.

"I'd tell all of you, but you would never believe me." Phoenix replied with a grin.

Iron finally caught up to everypony, staring down at the ground in front of Phoenix Burst. Trigore on the other hoof, was shocked to see his arch nemesis alive again. He dared himself to make a move, nor say a word.

Back with the rebels; Sharp Iron walked past Celestia & Luna, and looked up at his old rival.

"... Hey Sharp Iron. How's it goi-" Phoenix Burst was interrupted by Iron hugging him. "Huh?"

"Phoenix Burst... I can't believe it... Am I dreaming...? All of us saw you die not too long ago, and all of a sudden... your standing right here..."

"... Yeah... So what?"

"... Phoenix... Remember our promise? The promise we made that we would do everything in us to get back home? Usually, all we ever do is argue and fight random fights. We generally never get along, but... We need each other to get home. Three months ago during Celestia's birthday when Trigore sent you away... And today when he killed you... I didn't do anything to help... I just stood in place, doing nothing to prevent things from getting worse. I could have done many things, and Equestria could be saved by now... But I just stood there... I said I would do everything in me to redeem myself for my wrongs... I wanted my friends to trust me again... But I've done nothing to prove I can ever be trusted... And I nearly lost you again... None of this would have happened if it wasn't for me, buddy... I've only been messing up, and letting this get worse... Everything that's happening is all my fault...!" Sharp Iron admit, sobbing on Phoenix's neck.

"No!" Phoenix replied in protest. "None of this is your fault, Sharp Iron. Like I said before; Nopony could have prevented this from ever occuring, and what you did back then doesn't mean anything, anymore. It's what you do now that makes a difference, and I know that you're really trying to prove your loyalty to us. You are doing everything in your power to help save our homeland, and we need every bit of strength we can get to win it back. Sharp Iron... After everything you did to me, and everything you said... I really want you to know... That I forgive you, and I always have."

"What...? How could you ever forgive somepony like me? I've only made problems-"

"No, Sharp Iron! Stop thinking like all of this is your fault! If it's anypony's fault... It's mine. I should have came back sooner. I should have been able to end this by now, but I haven't yet, but will. I swear it on my life that I'll end this. I'm going to make all of this pain go away, once and for all."

"But how...? Equestria may have already lost. There's nothing we can do left. It over..."

"Do not say that, Sharp Iron! It is not over unless you stop believing. Even when all of Equestria stops believing in hope... I will keep it strong for us. I'm going to make sure we win, but I need you to believe in me. I can't do this by myself anymore."

"Phoenix Burst..."

Pinkie Pie, Fluttershy, Terria, The CMC, Blitz Minder, and Spike joined Sharp Iron as he laid his head in Phoenix Burst's shoulder, and quietly sobbed. The rest just remained silent, while the citizens got back because of Trigore's power growing dramatically.

"You... Little Rodent!" Trigore yelled, startling everypony as thunder struck down from the sky only inch's from him. "How many times... Do I have to kill you... For you to stay dead!? Your more obnoxious then Dr. Smith singing at a retirement home!"

Trigore's body structure became something else as he spoke. Instead of being a half Griffon like Alicorn, he was more of a three-eyed Black and Purple Drake with two Griffon wings & Dragon wings, razor sharp fangs, his old Alicorn horn, but longer & sharper, a Lion's mane swaying like a wave of calm water, and last but not least; the size of a Manticore.

"THIS TIME, WHEN I KILL YOU; YOU STAY DEAD!" Trigore shouted at Phoenix.

"How is he still so powerful!? It's like we haven't drained a speck of energy from him!" Cupid exclaimed as Phoenix Burst let go of Iron, and trotted in front of the group. "What are you about to do, Master?"

"Take him down, that's what. I'm gonna need you guys to stay here for this one. You've done a lot of fighting without me, and you could've died. I'm about to make sure he pays for everything he's done!"

Phoenix Burst walked forward, and so did Trigore. They gave each other death glares. At seven inch's away; they stopped getting closer, and slowly brushed the ground with a hoof/claw.

"So this is it, huh? You and me once again." Phoenix said.

"Yes. Another fight between us. Let this be our final fight. A fight to the death." Trigore replied in agreement.

"No argument's there, "Trapdoor". This time; I'm taking you down!"

"Couldn't have said it better myself, but allow me to make us... A suitable battlefield."

Trigore lifted his staff as his eyes changed to it's Navy Magneta color, freezing time once again. The whole world around Phoenix Burst and Trigore lost all it's color, which neither seemed to care. With the magic of Trigore's staff; both Pony and Hybrid were sent to another realm.

The new environment they were sent to was a Dark, untouched city. In fact. So dark that just about everything, except the Moon, was Black. The Moon, however, was Red.

Even the ground in the Moonlight was Pitch Black. It was like the Moon had no effect on the city whatsoever.

Phoenix Burst was the only pony in sight, standing in the middle of the street.

"Hm. This wasn't the kind of place I was thinking of, but it'll make do, for now. Where is Trigore?" Phoenix asked, looking around in the darkness. "I can't see a single thing."

Phoenix put a hoof in his mouth, and blew on it to make his entire body glow like a torch.

"I don't think this is what Sharp Iron would mean if he said "Lighten up". Now to find Tri-."

"Looking for me?" Trigore asked from below Phoenix, being the ground.

"What the?!"

Trigore in the ground opened his mouth to try and pull Phoenix Burst inside, but luckily, Phoenix escaped by jumping away in time. Trigore's face gave chase to Phoenix Burst, and while Phoenix wasn't looking; a energy blast hit Phoenix's left side. Phoenix wasn't injured thankfully since he side-hopped to avoid the attack. Phoenix looked up, and saw the flying opponent, coming down towards him.

"Whoa!" Phoenix cried as he jumped into the air, landing on the building next to him.

Phoenix Burst finally figured out that Trigore cloned himself when he looked into the building, and saw two of them running through the office that was untouched.

"So you're cloning yourself again, Trigore...?"

Phoenix started fighting back by launching Fire blasts back at the Trigore clones. Two blasts hit the clones in the air. One hit the clone behind Phoenix, and the last few missed the clones on the ground. A Trigore clone from above Phoenix smashed his talons on his head, and slammed him into the ground.

Phoenix Burst quickly recovered, and launched an "Flaritachi" in all directions. The Flaritachi's hit most of the clones, but the ones they didn't hit charged at Phoenix all together.

"Uh-oh! **_Glyfh Teleport_**!" Phoenix Burst shouted, transporting away from the spot he was in.

Phoenix teleported on top of the building he was standing next to, and jumped down, while charging another Flaritachi. The Trigore clones noticed the sounds of magic being used above them too late, and were all destroyed by the Fire attack before they knew it.

"Whew! I hope that's all of them...!" Phoenix said as he landed on the ground, and began looking around for the real Trigore.

"Not yet!" A clone replied from behind Phoenix, then kicked him towards the other side of the street.

There was yet another clone waiting there for Phoenix Burst, preparing a magic attack. Before Phoenix could let near blast radius; he pushed off into the air using his fore hooves, dodging the magic attack, and retaliating with two Flame Spears.

"_Alright! Time for a dive bomb!_"

Both spears missed the clone by a few inch's, but Phoenix's dive attack luckily handled the job. The other clone, however, launched a shockwave at Phoenix, hitting him perfectly. The clone shot three more at him, but before it could make even one; Phoenix jumped out of the building he was blasted into, and destroyed the clone with Force.

"Huff... Huff... Huff... They just keep coming...! Where is the real one...?"

Just then; explosions set off from the left and right of Phoenix Burst. They were closing in really fast, yet Phoenix just stood still, making a Glyfh Circle. Phoenix was about to activate the Glyfh circle, when the explosions just... Stopped.

"... What just happened...?" Phoenix asked.

"That was only an Illusion! This is the real one!" Trigore said from behind Phoenix again, then a real bomb went off, sending Phoenix flying to the other side of the street into a market.

Phoenix planted on the market window. Phoenix pulled his face out of the window, and it made a pop sound.

"Argh! This just isn't my day..." Phoenix groaned to himself, before noticing Trigore charging at him. "Oh, shoot!"

Phoenix Burst jumped into the air once more, and launched another magic blast at Trigore. Trigore countered it with his staff, and flew up towards Phoenix. Phoenix luckily dodged his magic blast, but wasn't so lucky with Trigore's headbutt. After headbutting Burst; Trigore grabbed Phoenix's leg, and hurled him into the market, then dashed into market, and smashed Phoenix's stomach.

"GYAH...!"

Trigore got up, and smirked before disappearing to the street. Phoenix slowly opened his eyes, and stood. Phoenix checked himself, and saw that most of his battle suit was rarely fine.

Torn, but fine.

"He's really putting up a challenge for me this time. That increase of power must be what's doing it." Phoenix said, walking to the street, and seeing Trigore there, waiting for him. "... Hi there."

"Phoenix Burst... I've waited long for this. You have bested everything I've thrown, even the ones that should have killed you a long time ago. I do not know how you are able to posses such power, but I do know that I must have it. Somepony with perfect... Capabilities."

"Yeah... No. Not happening. My powers belong to me, and me only. Just like Celestia and Luna's magic belong to them. You have theirs, for now, but you are never getting mine, and I'm about to get the Princess' magic back from you!"

"Not likely to ever happen, fool! I will become the most powerful being in existence, and lead our kingdom to the next world. The world created by the visions of... Me. I will construct a world for us to live in, and we will dominate other kingdoms to rule theirs, too! In the end; Manekind will be the ones in control of everything! Paradise is just a step away, and you are the only thing keeping us from seeing our new home! A new beginning! Now...With everything almost complete; I will destroy you once more, so the beginning of a new utopia will be in our grasp!" Trigore explained to Phoenix before using his staff to create an army of himself.

As the clone army was being made; the real Trigore went into the ground, and reappeared atop a skyscraper.

Although Phoenix saw the whole thing.

"Try to find the real me now!" The clones said in unison.

"Oh, I know where the real one is. And it isn't any of you."

"Wait, wha?"

"And would you even know that, Unicorn?"

"You disappeared into the ground while your clones were being made. Also; I saw a tiny spot in the sky, falling onto the skyscraper. That's where you really are." Phoenix explained, then put on some sun glass's. "Wait for it..."

(Looney Tunes start and ending theme plays)

"There it is."

Somepony get this guy a medal.

All of the Trigore clone's eyes narrowed, and then they looked at the real Trigore with malice.

"... Really?" They asked in unison.

"Hey. It's not my fault it was so predictable! Just kill that fool!" Trigore yelled.

All of the clones just shrugged, and turned back to Phoenix Burst. Phoenix was just hopping like he was preparing for a marathon, and using magic just to be sure he was really prepared for this battle.

"There's so many of them! Dealing with just one is hard enough! How am I going to... Maybe I don't have to fight them." Phoenix told himself, coming up with an idea.

Once he was finished; Phoenix ran straight for the clone army while firing Flaritachi's at them. One of the clone's used a barrier to defend them from the attacks, then retaliated with magic attacks of their own. Phoenix Burst jumped, and put his hooves together.

"Earth Pillar Raid!" Phoenix announced, creating pillars from the ground.

The magic blasts the Trigore clones launched were destroying the pillars with ease. Before all of them were destroyed; Phoenix jumped off one of them, and landed on two of the clones.

"Now! Hurricane!" Phoenix announced, running around in circles to created a hurricane.

Most of the fake Trigore's were blown away, and disappeared like clouds, while some of the used magic to break down the typhoon. Phoenix Burst luckily dashed through the clones after the hurricane died down, then jumped onto the base of the skyscraper, and ran up it.

"Exarionis!" Phoenix called, summoning his weapon to him.

Before Exarionis could reach Phoenix Burst; Two of the Trigore clones that didn't weren't blown away from the hurricane shot out of the skyscraper, and punched Phoenix in the gut.

"Gyoh!"

One of the clones grabbed Phoenix by his hind leg, and threw him at the other clone. That Trigore smashed his claws on Phoenix's head, sending him falling straight to the ground. Once the two clones landed on the street after retaliation; dozens more clones were formed all over the area Phoenix crashed in. Phoenix groaned as he got back onto his feet, and looked at all of the surrounding clones.

"That was impressive, little Unicorn, but you'll have to do better then that!" The clones said in unison.

"Argh...! Dammit! There's way too many! How do I stop them all without Cupid or Zei?!" Phoenix yelled at himself, before remembering an familiar old voice.

Tim's grandfather. Number 7 of the Glyfh Hunter Organization counsel.

"_Remember, David. When things get too hard for you, and you do not have your partners with you; you have to rely on yer own strength. You have to be able to control your own power as much as your partners. In order to properly balance your powers with your Glyfh's; you have to be able to focus as much strength as you can, to achieve yer full power. Remember what I teach you, for you may need it later on to save your life. Believe in yourself! Believe in your power!_"

"(Gasp) That's right. Remember my training. I have to focus my strength, even with Cupid and Zei gone."

Phoenix closed his eyes, breathed slowly and carefully, and moved his hooves into a stance his Mentor showed him, with the image of his Mentor standing next to him. Exarionis, without Phoenix Burst having to say anything, detached Trightning from Exarionis, and hovered over to him.

"(Eyes snap open) **_Crane Stance_**!" Phoenix and Number 7 cried in unison, forming a Crane stance. "**_Kurēn· dansu Heith Natoh_**!"

Phoenix Burst took Trightning, and started hopping around the field, swinging Trightning around at increasing speed. He managed to hit five of the clones easily, then stopped in another battle stance.

"**_Kaze u~ēbu Heith Natoh_**!" Phoenix and his Mentor cried, waving their Arms/Hooves to the sides in a wave motion.

The wave blew away ten clones from both sides. Three Trigore clones hat dodged it jumped into the air, and shot energy beams at Phoenix Burst. Phoenix quickly got into another stance, and held Trightning over his head, blocking the beams.

"**_ Enkei-bashi bāningu Heith Natoh_**!"

A Burning circular Bridge shaped like the Great Wall of China was formed around Phoenix, and he put his hooves on it, then spun it around like a spinning top. Phoenix used his own body to navigate the bridge to the Trigore clones, while also throwing Flaritachi's in the air.

"**_Javelin Rain_**!"

Many of the Trigore clones were hit, but not all. Two of them that were hit, but didn't disappear threw their own spears at Phoenix before fading to nothing. Phoenix turned the bridge so it would be rolling like wheel, protecting him from the spears. Phoenix pulled himself out of the wheel, and made another stance for the remaining clones.

"**_Raitoningusutorīmu Heith Natoh_**!"

Phoenix put his hooves together, and shot a large stream of Lightning at the clones. The Trigore clones tried countering the beam with everything they had, but it too much for them, and they were destroyed. With the last of the clones gone; Phoenix rocketed to the skyscraper. Phoenix threw Trightning at Exarionis as he landed at the base of the tower, and ran up to reach Trigore.

"Exarionis, I'm going to need you now!" Phoenix shouted, getting the sword to react to his call.

Trigore lend forward with his staff upside down, and fell down towards Phoenix Burst. The two met at the clock, and began a sword/staff battle. It was a full minute of clashing weapons before Trigore's staff was swung of his claws, and Phoenix Burst kicked him in the face. All of the clones disappeared when Trigore smashed the ground, shattering the windows surrounding the fighting ponies.

With the staff out of Trigore's claws; the dark city reverted back to Ponyville, Equestria. Phoenix was confused by how everything was still the same as it was before they left. He didn't notice Trigore getting up behind Phoenix, and got his staff out of the ground.

"Why... You... Little...!"

Phoenix quickly turned around, and dodged an incoming laser. Then Trigore charged at Phoenix, while Burst started flying away from the area.

"_I can't let my friends, or anypony else get hurt in our battle! I'll have to lead Trigore away from them!_"

"Stop running away from me, and face like you were before, you cowardly rodent!" Trigore yelled while launching three missiles at Phoenix Burst.

"Then come and get me, "Badsuar"!" Phoenix replied with a joke.

Phoenix flew around in loop-de-loops, figure eights, and went over the missiles, but they kept chasing him. Phoenix was about to be hit by one of them when he came up with an idea. Phoenix grabbed on the front end of one missile, and climbed on it to ride.

"Yee-haw!"

Phoenix turned the missile around so it would collide with the other two, then jumped off before they hit each other. Trigore couldn't see Phoenix through the explosion, and before looking up; Phoenix Burst appeared above him, and smashed Trigore into the ground again. Phoenix landed a few feet away from Trigore's crash site. Trigore quickly recovered, and launched five magic blasts at Phoenix.

"Barrier!" Phoenix hollered, making a barrier to protect himself.

Trigore suddenly bashed Phoenix Burst from behind him, and dashed to Phoenix as he sent him flying off. Trigore grabbed Phoenix's head, and smashed him on the ground. Then threw him at somepony's house. Phoenix zoomed out of the house, and prepared to punch Trigore. The attack failed with Trigore grabbing Phoenix's hoof, and threw him in the air. Then went up after him, and smashed his talons on Phoenix's head, sending him falling towards the area everypony was.

Neither of them knew that color was returning to everything, and time was moving again.

Everypony, except the Rebellion, was surprised at the sudden change of things. It was Phoenix Burst and Trigore just talking to each other, to Phoenix getting a great beating.

"What happened? Weren't they just talking-"

"Trigore froze time again. They must have been fighting for a long time while time was still." Zei interrupted Apple Bloom.

"Master..." Cupid said, which Celesta heard.

Celestia was about to comfort Cupid when another explosion set off in the west. Basically Trigore and Phoenix Burst were still going at it in a one-on-one brawl all over Ponyville.

Back with the fighters; Trigore's shield that he used to defend against Phoenix Flame Wave lowered, and smashed the ground to create another Earthquake. Phoenix used a pole sticking out of the ground to get into the air, and dove down at Trigore. All Trigore had to do was lift a talon, and Phoenix's attack was nullified.

"... You must be losing strength, because I could have sworn you were stronger then this awhile ago." Trigore remarked, then used a magic force to push Phoenix Burst away from him.

Trigore then pointed a talon at the ground, and shot a laser at it. He lifted the small, but deadly laser towards Phoenix's crash site. Phoenix quickly recovered, and barrel-rolled to his right, avoiding the laser.

"_Darn! He's getting so much stronger! I'll have to think of something else!_" Phoenix thought while making a Glyfh circle. "_Now! Activate!_"

From where Trigore was; he could see a lightning field forming in the distance. It grew larger every ten seconds, and it's color would flash a different color. After flashing and growing for another ten seconds; it shrank, and Phoenix suddenly blasted towards Trigore with the lightning sphere in his hooves.

"Take this!"

Trigore simply gave an annoyed gaze at Phoenix, and lifted his talon again. The lightning sphere hit a barrier four inch's away from Trigore, and absorbed it from Phoenix's hoof.

"What!?"

"(Lowers his talon)... Simply depressing. You actually put up a pretty good fight, for such a small creature, but this ends, now!"

Trigore forced close his claw, lowering the barrier and pulling Phoenix Burst towards him. Phoenix grabbed Trigore's claw at the last second, and used it as support to jump behind him. Before touching the ground; Phoenix fired another Flaritachi at Trigore's back. With incredible speed and power; Trigore teleported behind Phoenix, grabbed his leg, and slammed him on the hard ground. Trigore then kicked Phoenix's gut, sending him crashing through four carts. Phoenix Burst rubbed his head from the throw, but failed to notice Trigore already standing behind him.

"Why don't you just (Grabs Phoenix's Mane) DIE!" Trigore yelled as he threw Burst into the air.

Trigore quickly made his way up there, and slammed a fist in Phoenix's stomach. Phoenix rocketed to the ground, and Trigore teleported down before Phoenix could crash. Trigore simply lifted the same fist up, and let Phoenix land on it.

"Kyah-ha...!"

"... I bet that hurt, little rodent. But don't die on me just yet (Pulls Burst closer) because I'm not even finished with you." Trigore said before grabbing one of Phoenix's hind legs, and slamming him on the ground.

Trigore picked Phoenix back up by his neck, and jabbed his stomach.

"Ah...! (Wheezing) Ah...!"

"That must really feel painful, huh? I bet you want more!" Trigore yelled before jabbing Phoenix's stomach four more times.

Trigore lowered Phoenix down a bit, and kneed him in the face. Then punched his cheek, and headbutted his face. Trigore put a claw on Phoenix's horn, and clinched it hard.

"This horn is very... Fascinating. It holds most of a Unicorn's magic, right? I wonder what happens... When it's broken!" Trigore let it go, and slammed his head on the horn, not leaving any bruise's on him, but destroyed Phoenix's horn.

"AAAAHHHHH!"

Trigore then threw Phoenix in the direction everypony was waiting, and chased after him. Phoenix finally descended to the ground between the Rebellion, and the civilians. Everypony couldn't believe how badly hurt Phoenix just by looking at him, and hearing him gasp for breath. StarShine was about to rush to his aid when Trigore dove from the sky, and crashed on Phoenix Burst.

"Phoenix Burst!" The Cutie Mark Crusaders cried.

Once the smoke cleared; Trigore was shown standing two feet from Phoenix Burst, who was still alive. Celestia was growing angry just by looking at Phoenix Burst, but it also surprised her that Phoenix came back to life in such short notice, and is still alive after the beating he's enduring.

"Just what kind of power do you possess, Phoenix Burst? How are you able to endure this much pain, and still move? Nopony should be able to move after that. With my magic, I would be able to help you, but Trigore took it all. Having to fight with my hooves was difficult, and it nearly got us killed. My loyal subjects... Elements of Harmony... My Sister... I'm so sorry, everypony... I'm so sorry..." Celestia laid down, and started to sob.

"Celestia... Don't cry... I'm going to make everything O.K..." Phoenix whispered, but nopony heard him.

Luna walked to her Sister, and tried to comfort her. Nopony but Luna had ever made Celestia cry. Luna regretted making her Sister cry, but somepony else doing it was different. Twilight Sparkle tried comforting Celestia on her other side, brushing her mane carefully.

Celestia looked up at the two mares, and wiped her tears off.

"Thank you. I needed that." Celestia said in a sorrowful tone.

"Your welcome, Celestia. That's what were here for." Twilight replied, then looked at Trigore and Phoenix Burst. "I can't stand any of this, anymore, but we don't stand a fighting chance against Trigore. All of us against him nearly us killed. It's unbelievable. None of us, even with Sharp Iron, the second strongest in our group, stood much of a chance. I don't know if Phoenix Burst is stronger then all of us put together, or whatever, but I do know that he's not going to give up yet."

"Yeah. He's taking much more pain ten we did. We should be able to help him, but we're still pretty weak from being thrown around like a doll." Zei added.

"Master... We should have been stronger..." Cupid muttered.

"... Ha ha! I'd like to see you get up, now!" Trigore yelled at Phoenix Burst.

"... (Coughs out blood) ... Is that all you've... Got, "Nice tour"?" Phoenix asked, making another pun while coughing uncontrollably.

"What!? How can you still be talking after that dive!? You shouldn't even be alive!"

"... Ha ha ha ha... I've been through worse. This actually comes pretty close to the worst beating I've ever felt, but your not there yet. Even so... I'm not going to be dying... Anytime soon." Phoenix replied, getting back onto his feet.

Trigore stayed silent for a second before screaming on frustration, and using his staff to smack Phoenix a few feet in the air. Then turned his staff around, and started stabbing Phoenix repeatedly.

"Gya-Ah-Git-Ahh-AAAH!" Phoenix screamed before he was stabbed one more time in the shoulder.

Trigore yanked out his staff, and caught Phoenix by his Mane. Trigore then flapped his wings, and flew a few feet in the air, so everypony could see him and Phoenix. Phoenix slowly lifted his head to look at his friends, and winked. Spike, Celestia, Luna, Twilight Sparkle, Rainbow Dash, Applejack, The C.M.C, Pinkie Pie, and Blitz Minder saw it.

"Phoenix Burst. No. Don't die again..." Pinkie said, holding onto Blitz.

"... (Raise's Phoenix up) Do you see this, everypony!? This will be your punishment to all of you if you dare to defy our ruler! This is what happens to those... Who doesn't obey their leader! If NONE of you want this, then you WILL follow my every order willingly!" Trigore announced to everypony, then lowered Phoenix Burst to his level. "You are going to be the first I kill, little rodent."

"You can sure try, but I'm not easy to kill, as you may already know."

That remark made Trigore even angrier. Trigore stomped the ground, sending a weird sensitization into Phoenix's body. The sensitization increased the pain already dealt, and Trigore dropped Phoenix. Then stomped the ground, raising a rock pillar on Phoenix's stomach. Trigore jumped towards Phoenix, grabbed his Mane again, and threw him at a house. Trigore slowly descended to the ground, and pointed a claw at the direction Phoenix landed at.

"This has went on long enough, Unicorn! Now when I hit you with this beam; you stay dead!" Trigore told Phoenix, charging another laser to kill him.

Phoenix could see the laser pointed at him from the destroyed house he sat in. His body hurt so bad that he couldn't stand up.

* * *

><p>"Hello again, and I'm sorry that I took so long with posting this movie. Unfortunately, it is not over yet. It's almost done, but I couldn't finish it in this as a one shot because it is too lo- Aw, screw it! I'm not going to make that excuse again! I'm really sorry if this is taking long time, but I'm trying my hardest to finish it, and also edit some things so it can be more understandable. Also, read my My Little Pony story that this is based of, because I'm not putting this movie in it since it's so long. Again, sorry for the long wait. It's been like eight, nine months? Yeah, really sorry. And now, <em>Not really Thanks and BYE!"<em> BattleBoys2 announced.


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